Delivering meaningful growth

Annual report 2020 Our purpose

Living up to our responsibilities In a world where business is often seen as short-term, financially driven and disconnected from the concerns of society at large, GBL’s values have never been more relevant. At a time when many are questioning the role of business and its impact on the planet, it is important to restate the centrality of wealth creation to our progress and our well-being. This is why, now more than ever, we are focused on what impact we can have on the world, and how as an organisation with influence, GBL is doing its part to create a more meaningful future.

The value of a multi-generational perspective GBL’s family heritage gives it a unique perspective. Our time horizons are multigenerational. More than an investor, GBL is an owner and steward of companies, deeply embedded in the fabric of the countries and societies in which it operates, an owner that takes pride in being associated with strong companies and contributing in a meaningful way to their success. We have a clear duty to ensure that the benefits of that rich heritage of knowledge, knowhow and experience are passed on to the next generation of business leaders taking their rightful place at the top of the great companies of tomorrow.

An engaged investor GBL believes that by delivering meaningful growth and nurturing great companies, financial rewards will follow. It is conservative by nature. Conservative in the original sense of the term, in that its primary goal is to preserve and grow capital, investing for the long-term but also ready to adapt and evolve. The depth and longevity of its relationships are what enable GBL to be a valuable contributor to the challenges companies are taking on. GBL is an informed external voice at the table, showing respect where it is due but also opening new perspectives where needed to make the changes that will propel them successfully into the next stage of their evolution.

Finding a better balance We recognize the importance of finding the right balance between our need to seek financial returns, with the imperative to preserve the integrity of our planet and the health of the people and society who inhabit it. Striking that balance is GBL’s commitment as we emerge from the challenge of the Covid pandemic to build back better and deliver meaningful growth.

GBL Delivering meaningful growth 5 Key information for shareholders 6 GBL key figures & key events 2020 8 Message from Paul Desmarais, Jr., Chairman of GBL’s Board of Directors 10 Message from Ian Gallienne, GBL’s CEO 14 Business model 24 Key events 2020 26 Our ambitions in the field of sustainability (ESG) 28 Deployment of Sienna Capital 30 Net asset value 34 Portfolio review 94 Sustainability report (ESG) 122 Risk management 130 GBL share 136 Economic presentation of the consolidated result and the financial position 147 Accounts as of December 31, 2020 218 Corporate Governance 255 Glossary 258 Responsible persons Inside For further information back cover re - think re - invest re - humanize re - ignite re - assure 20 re - brand re - generate re - connect re - model __20 re - purpose Key information for shareholders FINANCIAL CALENDAR

APRIL 27, 2021: ORDINARY GENERAL MEETING 2021 MAY 6, 2021: RESULTS AS OF MARCH 31, 2021 JULY 30, 2021: HALF-YEAR 2021 RESULTS NOVEMBER 4, 2021: RESULTS AS OF SEPTEMBER 30, 2021 MARCH 2022: ANNUAL RESULTS 2021 APRIL 26, 2022: ORDINARY GENERAL MEETING 2022

Note: some of the above-mentioned dates depend on the dates of the Board of Directors and are thus subject to change

ORDINARY GENERAL MEETING Shareholders are invited to attend the Ordinary General Shareholders’ Meeting to be held on Tuesday April 27, 2021 at 3pm.

Given the exceptional situation related to the coronavirus and the police measures taken by the government restricting meetings, shareholders will not be able to physically attend the Meeting and will only be able to exercise their rights by voting remotely prior to the Meeting or by proxy and by asking their questions by writing prior to the Meeting. The company closely monitors the situation and will inform shareholders, by press release and on its website, about any change related to the attendance to the Meeting.

PROPOSED DIVIDEND The profit allocation related to the 2020 financial year will be submitted for approval to the Ordinary General Meeting on April 27, 2021, for a total amount of EUR 395.9 million, compared to EUR 508.3 million granted for the previous year.

Coupon n° 23 Gross dividend per share(1)(2): EUR 2.50 (- 20.6%) May 4, 2021: Ex-dividend date Total amount(2): EUR 395.9 million May 5, 2021: Record date of the positions eligible Net dividend(1)(2)(3): EUR 1.75 May 6, 2021: Payment date The dividend will be payable as from May 6, 2021, either by bank transfer to registered shareholders or by transfer to the bank account of the owner of the dematerialized shares. The financial service is provided by ING Belgium bank (System Paying Agent).

INVESTOR RELATIONS Additional information can be found on our website (www.gbl.be), among which:

// Historical information // Annual and half-yearly reports as well as press releases in relation to quarterly results // Net asset value // Our press releases // Our investments // Transparency declarations

Online registration in order to receive investor information (notifications of publication, press releases, etc) is available on our website.

Investor relations: Sophie Gallaire // [email protected] // tel.: +32 2 289 17 70

(1) Amount calculated based on the number of dividend-entitled shares (158,368,260 corresponding to the total number of GBL shares issued and outstanding, net of treasury shares held by Group Brussels Lambert S.A.) (2) Subject to the approval of the Ordinary General Meeting of April 27, 2021 (3) It being reminded that the withholding tax rate has been uniformly set at 30% for the GBL dividend since January 1, 2016 GBL – Annual Report 2020 5 GBL key figures €2.9bn 2020 Liquidity profile to (at year-end 2020) support the strategy’s deployment

€20.5bn 9.5% Net asset value Annualized TSR since launch of portfolio rebalancing strategy in 2012 + 228bps vs. reference index

Active asset rotation of €13.3bn €21.2bn Market capitalization Since 2012

GBL key Events 2020 June Simplification of ownership structure July February Revision of dividend policy Increased participation in SGS March January Covid-19 Finalisation of the exit management from Total

6 GBL – Annual Report 2020 7. 3 % €250m LTV Second share buyback program Conservative financial fully executed policy at investment holding level A+ / A1 <20bps Opex to net asset value credit ratings <15bps taking into account yield enhancement income One of Europe’s highest-rated investment holding companies

October Since 2012 Successful issuance of €450m of exchangeable bonds into GEA shares Throughout September 2020 Reinforcement High level of of Sienna Capital investment September through nomination maintained A+ / A1 credit ratings of a new CEO throughout the crisis: €1.5bn

September September Third share buyback program authorized Stronger ESG up to €250m integration and nomination of Head of ESG

GBL – Annual Report 2020 7 Dear Shareholders,

This past year has seen us tested as societies and individuals by a global pandemic of a kind not experienced for generations. It has claimed the lives of dear friends and loved ones and caused economic and personal hardship for many others. It has accelerated radical changes in the way we live our lives, in how we work and how we access goods and services. It has also affected our perspective on our lives and on society more generally.

Looking back over the past year, I am convinced 2020 will be seen as a turning point for the world, maybe for humanity, certainly for GBL. Despite all the tragedy and heartbreak, some positives have come out of the adversity.

We have seen an amazing degree of resilience at all levels, and a rediscovery of the importance of family, friendships and community. Our awareness of inequalities in our society has been heightened and our determination to address them galvanized. Some might have expected the pandemic to push environmental concerns down the list of society’s priorities. In fact, the opposite has occurred: deepening concern about the impact of climate change has strengthened our resolve to take meaningful action.

We have seen an incredible response in the agility and adaptability of so many businesses in the face of these unprecedented challenges. Businesses have also stepped up their leadership with philanthropic initiatives.

We have observed the acceleration of the digital transformation of our economy and adoption of e-commerce and remote working, trends which I believe are now irreversible and will continue even as we emerge from the pandemic.

And we have seen a remarkable demonstration of what science can achieve, with the development of not just one but a number of effective vaccines in the space of barely a year.

I have been struck by the dedication that has been shown throughout society: from the doctors and nurses battling the virus to scientists racing tirelessly to create Covid-19 vaccines to key workers in many fields who have kept vital services going at significant personal risk.

8 GBL – Annual Report 2020 Against this background, GBL has managed to press forward with many of its key strategic objectives. The group has simplified its ownership structure, reducing complexity and increasing transparency in a way which should increase the liquidity of the GBL shares over time.

In the current volatile environment, financial discipline has remained a top priority for GBL. Our strong financial position has enabled us to move quickly and seize emerging opportunities. I am convinced that these decisions will prove their worth in the near future.

I have been heartened by the growing awareness that business has to step up and recognize that with influence comes responsibility. We have always been aware of our obligations as engaged investors participating in board level decisions over strategy, capital allocation and shareholder remuneration. These challenging times have underscored our wider responsibilities within society, such as the imperative to promote inclusion and the advancement of women, including on our own Board. This reflects our broader commitments and support for Environmental, Social and Governance (ESG) leadership. More and more, shareholders and investors are looking for such leadership.

I remain convinced of the vital importance of our enduring values of character, constancy, and humanity. These values are fundamental to our group philosophy and are embodied in our people and their actions. They have proven their relevance this past year in the steps taken to strengthen our companies and in our strategic recognition of how our enterprises can help improve society. The discipline and resilience, the values and the broad perspective of our team will continue to serve well our employees, shareholders and the communities where we do business in the years ahead. Our group is indeed facing the future with confidence, purpose and compassion.

Paul Desmarais, Jr. Chairman of the Board of Directors of GBL

GBL – Annual Report 2020 9 “2020 has been pivotal in the development of our Group.”

Dear Shareholders,

This has been a humbling year in so many ways, and while the challenges that we have been faced with are like no others experienced for generations, I am optimistic we can overcome this crisis and achieve great things in the years ahead.

Firstly, I would like to express my personal gratitude to my colleagues at GBL, as well as to the talented and dedicated managers of our portfolio companies, for the effort, calmness and creativity shown over the past year.

Over the course of this unprecedented year, GBL’s net asset value increased by 0.7% to EUR 20.5 billion and outperformed the Stoxx Europe 50 (down by 8.7%). Whilst we are disappointed by the absolute performance and attribute it largely to the extraordinarily challenging environment, we believe that this outperformance was driven by the resilience and the strong focus of our portfolio companies. We are also confident in their ability to take advantage of an improved macroeconomic environment, as we come out of this sanitary crisis. In 2020 GBL maintained and distributed a dividend of EUR 3.15 per share for FY2019, implying an attractive yield of 3.4% (1). At the same time, we maintained a strong balance sheet positioning us well to seize new investment opportunities.

(1) Indicative dividend yield based on a dividend of EUR 3.15 per share and GBL’s stock price of EUR 93.96 at year-end 2019

10 GBL – Annual Report 2020 Notwithstanding these challenging times, our commitment towards investors remains intact: delivering attractive total shareholder return outperforming our reference index over the long term, through a combination of net asset value growth and a sustainable dividend. Since the launch of our portfolio rebalancing strategy in 2012, we have consistently outperformed our reference index, delivering an annualized total shareholder return of 9.5% vs. 7.3% for the Stoxx Europe 50 at the end of 2020, representing a 228bps outperformance, and we aim to achieve double-digit returns.

We believe our ability to drive performance comes from the quality, diversification and resilience of our portfolio as well as our ability to identify new quality investment opportunities. Over the past few years we have made a number of asset rotation decisions, notably increasing our exposure to private assets, consistently seeking strong long-term growth potential. Our ability to rotate the portfolio is supported by our unique network and sourcing capabilities, as well as our reputation for fruitfully partnering with management teams as an engaged investor focused on long-term value creation.

Having taken advantage of 2019’s buoyant market conditions to crystalize important capital gains, we entered 2020 in a strong financial position with EUR 4.0 billion of liquidity. As a result we continued paying a healthy dividend to our shareholders while maintaining our ability to rapidly deploy capital in support of our long-term investment goals. We made some key strategic investments at satisfactory entry points in terms of valuation, and took advantage of market dislocation in the early part of the year. After having deployed EUR 1.5 billion of capital in reinforcement into Sienna Capital and SGS and in new investment in Mowi and returned EUR 0.5 billion to our shareholders, we ended 2020 with EUR 2.9 billion of liquidity.

In March 2020, our controlling shareholders moved ahead with planned improvements in liquidity and governance by simplifying GBL’s ownership structure. The exchange offer launched by Parjointco Switzerland S.A. was declared successful on June 9, 2020 and has resulted in our free float increasing from 50% to 72%. This is expected to favourably impact the liquidity of our stock.

In a highly volatile and uncertain market, the discount to net asset value widened to 35% compared with a historic average of 25% (1), a level we believe not reflective of our fundamentals. In light of this discount, we accelerated the execution of our share buyback program, completing our second EUR 250 million share buyback tranche and getting in September a third EUR 250 million tranche authorized.

(1) Average discount over the last five years

GBL – Annual Report 2020 11 In September, following a thorough assessment, S&P and Moody’s assigned GBL long-term issuer credit ratings of A+ and A1, respectively, with a stable outlook, thus positioning us as one of Europe’s highest-rated investment holding companies. The issues of EUR 450 million of bonds exchangeable into GEA shares in October 2020 and EUR 500 million institutional bonds beginning of 2021 were executed at efficient terms optimised by those credit ratings. The high oversubscription on both placements reflected the strength of GBL as a rated issuer.

We proposed a dividend of EUR 2.50 per share (1) for FY2020 to be paid in 2021. It represents an attractive yield at 3.0% (2), particularly in the current low or negative interest rate environment. In order to provide significant visibility to our shareholders, we committed to paying between 75% and 100% of cash earnings in dividends from 2021 onwards. This revised dividend policy will preserve our financial flexibility to take advantage of further attractive investment opportunities and maximise value over the long term by allowing us to accelerate net asset value growth.

Over the course of the year, we remained focused on providing necessary support to our portfolio companies as they navigated a period of heightened volatility. We have been encouraged by their resilience and adaptability in the face of tremendous uncertainty, capitalizing on their positions as leaders in their respective sectors. With our support, their Boards have shown great effectiveness and leadership, acting decisively to safeguard the health and safety of their employees, to provide free of charge essential equipment, and financial support for healthcare workers and communities around the world; taking steps to maintain strong balance sheets; tightly monitoring the impact of the crisis on operations, and ensuring appropriate measures to mitigate the impact on performance and liquidity. We are convinced that, as a result of these actions, our portfolio companies will emerge stronger and more competitive. Net leverage within our portfolio remains at levels we regard as healthy, and we believe that a number of our portfolio companies are well positioned financially to take advantage of M&A opportunities in the near future.

Sienna Capital, our alternative asset platform, is now c.25% weighted towards technology and digital, primarily through investments in Globality and Marcho Partners. It has initiated a significant strategic repositioning during the year, a key element of which is the development of the capability to manage third party funds alongside the deployment of its own capital. Such a diversification in third party asset management is expected to lead to incremental revenue expansion by securing a highly visible stream in management fees, while also improving operating leverage through a common investment platform.

We have also accelerated the reinforcement of our ESG ambitions, notably by pursuing our commitment in relation to climate and further integrating our latest thinking into our investment process, driven by our new Head of ESG.

Moreover, GBL has a new logo and mission statement reiterating our purpose. With a more contemporary look & feel, the logo is meant to convey that GBL creates wealth for its shareholders by supporting our portfolio companies to grow and create value. Our restated purpose to “deliver meaningful growth” represents our commitment to delivering net asset value growth that is significant in absolute terms as well as sustainable.

(1) Subject to the approval of GBL’s General Shareholders’ Meeting (2) Indicative dividend yield based on a FY20 dividend of EUR 2.50 per share and GBL’s stock price of EUR 82.52 at year-end 2020

12 GBL – Annual Report 2020 Our financial performance has been impacted by the pandemic and the challenging economic and market environment. As a result of the lower dividend contribution from our portfolio companies, cash earnings were down by 26% to EUR 440 million. The consolidated net result at the end of December 2020 was down 45% to EUR 391 million. In such a context, we maintained our financial discipline as reflected by the conservative level of LTV at 7.3% at year-end.

While the rollout of mass vaccination offers hope of an end to repeated lockdowns and a return to economic growth, it is still far from clear how quickly we will see a return to normal economic conditions. 2020 has been a test of resilience and I am convinced that the measures we have taken so far, and particularly the speed, agility and decisiveness with which we have reacted to the crisis, position us well for the recovery and the years ahead . We will also continue to actively evolve our portfolio and deploy capital in new differentiated investment opportunities with a view to deliver an attractive total shareholder return going forward.

Ian Gallienne CEO of GBL

GBL – Annual Report 2020 13 Business model

Who we are Staying true to our values

Delivering How we create value meaningful Identifying investment opportunities, managing the growth portfolio and exerting influence

How we create wealth Preserving and growing wealth

14 GBL – Annual Report 2020 Engaged investor - Committed Strong business for the long-term heritage - Resilience through the cycle Family shareholder based - Multi-generational perspective

Working for the common good

An influential voice on the board

Identifying sector-leading global companies Benchmarking performance against conventional market Delivering attractive and ESG metrics returns to shareholders through capital appreciation and Seeking to achieve dividend yield consistently increasing portfolio worth

How we create wealth Preserving and growing wealth

GBL – Annual Report 2020 15 Who we are Staying true to our values How we create value How we create wealth

16 GBL – Annual Report 2020 FAMILY SHAREHOLDER BASED - MULTI-GENERATIONAL PERSPECTIVE - A spirit of entrepreneurship with a multi-generational perspective on business - Responsible and meaningful growth to nurture great companies - Agile decision process with the support of a stable controlling shareholder

STRONG BUSINESS HERITAGE - RESILIENCE THROUGH THE CYCLES - Applying decades of accumulated industrial and managerial experience to new challenges and situations - Ability to embrace new industries and ways of working without compromising on our principles or fundamental values - A+ / A1 ratings reflecting our robust balance sheet and financial flexibility

AN ENGAGED INVESTOR - COMMITTED TO THE LONG-TERM - Aligned with long-term trends driving the economy and society - Focus on attractive industries and sectors with potential to grow steadily over time - Willing to remain invested as and where we see value - Always prioritizing the long-term view when it comes to decisions in support of our portfolio companies

GBL – Annual Report 2020 17 Who we are How we create value Identifying investment opportunities, managing the portfolio and exerting influence How we create wealth

18 GBL – Annual Report 2020 IDENTIFYING SECTOR-LEADING GLOBAL COMPANIES - Leveraging our unique network and sourcing capabilities to identify quality investment opportunities - Partnering with sector leaders with the potential to capitalize on secular growth trends and participate actively in sector consolidation - Exercising a dynamic capital allocation strategy - Focus on global companies headquartered in Europe and that benefit from our extensive European network - Always a cornerstone investor with a place at the board

AN INFLUENCIAL VOICE ON THE BOARD - Providing valuable industry and sector knowledge and experience - Constructive partner, demanding yet supportive with management - Insight backed by strong analytics and independence of judgement - Focusing on key business decisions in the areas of CEO selection and remuneration, business strategy, and capital allocation

WORKING FOR THE COMMON GOOD - Striving to balance the need for returns with the wider needs of society and the planet - Focus on companies and sectors at the forefront of social, economic and environmental progress - Leveraging influence to promote the best ESG practices across our portfolio

GBL – Annual Report 2020 19 xxxxxx

ADIDAS

SGS

Portfolio PERNOD RICARD Overview LAFARGEHOLCIM Total amount EUR 21.3 billion IMERYS

UMICORE

WEBHELP

MOWI

GEA ONTEX

PARQUES REUNIDOS OTHER

SIENNA CAPITAL

THINK CONSUMER EXPERIENCE THINK Start with the consumer HEALTH experience and work Growing health issues backwards awareness

20 GBL – Annual Report 2020 Sectorial exposure Investment type

38% 48% CONSUMER GOODS GROWTH 29% INDUSTRY 20% VALUE 17% BUSINESS SERVICES 19% GROWTH/YIELD 12% SIENNA CAPITAL & OTHER 12% 5% SIENNA CAPITAL & OTHER DIGITAL

Geographic exposure Asset cyclicality

28% FRANCE 59% RESILIENT 26% SWITZERLAND 29% 21% CYCLICAL GERMANY 12% 12% SIENNA CAPITAL & OTHER SIENNA CAPITAL & OTHER 9% BELGIUM 3% NORWAY >0% SPAIN

THINK TECHNOLOGY Digital transformation THINK and disruption SUSTAINABILITY Resource scarcity and regeneration challenges

Mega-trends shaping our economy Start with the consumer experience and work and guiding our asset rotation backwards decisions

GBL – Annual Report 2020 21 Who we are How we create value How we create wealth Preserving and growing wealth

22 GBL – Annual Report 2020 SEEKING TO ACHIEVE CONSISTENTLY INCREASING PORTFOLIO WORTH - Growing net asset value steadily and consistently through the cycle - Ensuring capital allocation is consistent with that objective - Underpinned by a disciplined, focused, methodical process

DELIVERING ATTRACTIVE RETURN TO SHAREHOLDERS THROUGH CAPITAL APPRECIATION AND DIVIDEND YIELD - Focus on companies that can deliver meaningful and sustained growth - Investing where returns are good without need for leverage - Delivering growth in both value through NAV appreciation and income through dividends

BENCHMARKING PERFORMANCE AGAINST CONVENTIONAL AND ESG METRICS - Outperforming the Stoxx Europe 50 in Total Shareholder Return over the long term - Integrating ESG fully into our investment process - Anticipating new developments in performance and sustainability measurement

GBL – Annual Report 2020 23 Key events 2020

7 5 6 4 31 Jan 2 3 23 Jan 1 16 Jan Brexit: UK no 14 Jan Covid-19: longer part of 11 Jan Trump: 7 Jan European Wuhan goes EU 2 Jan Covid-19: Impeachment in lockdown Covid-19: Commission: trial begins Iran: drone first death WHO officially European Green strike on reported notified of first Deal Investment general case Plan Presentation Soleimani

20 21 18 19 16 17 April 22 May 15 21 Apr China announces 9 Apr Strongest 8 Apr Brent: - 72% drop “not setting a 3 Apr OPEC+ agreement historical jump March since January 1st specific target for US: Biden to cut production in US economic growth” 50% of world to 20$/bl Unprecedented becomes the by 9.7mn bl/day unemployment for the first time population monetary policy presumptive (more than 10% of rate (14.7% from since 1994 (3.9bn) locked adjustment Democratic global demand) 4.4% in March) down to limit the nominee when economic/ Bernie Sanders financial collapse drops out

35 33 34 32 31 13 Oct 29 30 Feb-Sep August Artemis Accords: 13 Aug Starlink: 11 Aug USA: deadly Principles for 10 Aug SpaceX Middle East: wildfires on cooperation in 9 Aug US: launches Escalation in normalization West Coast civil exploration Belarus: Kamala Harris UAE-Israel satelites to of moon and maritime dispute selected as offer universal Presidential between Turkey relations Mars election leading running mate internet access and Greece over for Joe Biden to series of energy resources protests in eastern Mediterranean Sea

24 GBL – Annual Report 2020 13 14 11 12 9 10 16 March 18 March 8 11 March ECB Pandemic 10 March Dow Jones: 5 Feb 1 March Covid-19: Emergency Italy: Decrease by Purchase Jan-March Historical peak WHO declares 2,997 points, Trump: Senate Nationwide Program reached on the Covid-19 a the worst drop Australia: Deadly acquits Trump lockdown launched VIX at 53.5 pandemic since 1987 wildfires/bushfires in impeachment on southeast coast trial

27 28 25 26 23 24 July 4 Aug 22 1 Jul Lebanon: 15 Jun 30 Jun European 27 May Russia: President Explosions at 25 May Hong Kong: Commission: Beirut port Border tensions Putin consolidates EU leaders’ European National Security power through Black Lives between China agreement on Commission (EC) Law is passed constitutional Matter: Death of and India, with EUR 750 billion proposes major amendments, George Floyd 20 dead Indian recovery plan recovery plan for soldiers including extension Europe of of presidential term EUR 750 billion, limits (allowing him in form of loans to remain in power and grants financed until 2036) with bonds issue by the EC

41 42 39 40 37 38 24 Dec 36 Nov-Dec 14-18 Dec 6 Nov The UK and 3-7 Nov National authorities EU achieve a October Launch of reported to WHO 26-29 Oct China: Ant vaccination comprehensive US: News Group’s IPO that new New containment campaign free trade China: 5th Plenum networks halted SARS-CoV-2 measures (UK: Dec. 8, USA: agreement of the Chinese announce variants were implemented in Dec.14, Israel: Communist Party, Joe Biden identified leading Europe: Dec.19, Germany, which outlined the had won the to international Ireland: October 21 France: Dec. 27) 14th Five-Year Plan US presidential bordure closures Spain: October 25 following Pfizer (2021-2025), and election France: October 30 BioNTech successful a medium-term England: October 31 phase III trial strategy renamed Germany: November 2 (interim results “Vision 2035” Italy: November 5 announcement of 90% effectiveness on November 9)

GBL – Annual Report 2020 25 Dear Shareholders,

Covid-19 has accelerated the development of several structural trends and notably been a catalyst in raising awareness and building momentum on ESG (environmental, social and governance). 2020 was the year of ESG investing. ESG is no longer a nice-to-have. In a world post-Covid, ESG themes drive fund flows, valuations, and headlines. Notwithstanding the pandemic, 2020 saw more than USD 300bn invested globally in sustainable assets, roughly a doubling versus the prior year. In industries exposed to climate change, assets with a clear path toward carbon neutrality benefit from a 50-100% valuation premium versus non-aligned ones (1). Today, the finance industry stands at a crossroad when it comes to its purpose. This disruptive trend is quickening the need to recognize the long-term implications of ESG trends on asset pricing, accelerate ESG integration and innovation, and express clear ambitions for the decades to come.

As a patrimonial and engaged investor, GBL believes that responsible investment is key to ensure the best interests for its shareholders and all stakeholders, by seeking sustainable growth of its portfolio assets and ultimately long-term value creation. In our view, shareholder value is inextricably linked to the proactive integration of material ESG factors into company culture and strategy. GBL believes that organizations that are agile and able to anticipate, manage and integrate ESG risks and opportunities into their strategy are best positioned to create and to preserve value over the long term.

Over our truly long-term investment horizon, ESG factors, including governance, climate change, resource scarcity or diversity, have the potential to be significant drivers of risks and opportunities to profitability and shareholder value. A comprehensive investment strategy which accounts for these long-term trends requires management of investee companies to rigorously engage in reconciling short-term versus long-term risks and opportunities. In that context, ESG considerations are fundamental to the way GBL conducts business, not only in its investment activities, but also notably as a company, an employer and a contributor to the communities in which it operates.

Leveraging on (i) our long-term investment horizon, (ii) our ability to deploy our own capital, (iii) our institutional and professional investor status, (iv) our reference shareholder positions and active involvement in the governance bodies of our portfolio companies, and (v) a seasoned investment and management team, GBL is offering today one of the most solid ESG integration opportunities within the financial industry.

The coming decade is presenting unique challenges which need to be tackled with the appropriate strategic vision, ESG policy, processes, investment tools, targets and key performance indicators to ensure that our portfolio companies strive through the forthcoming increasing pricing of sustainability externalities.

Leveraging on our earlier commitment to the United Nations Global Compact and our support toward the Principles for Responsible Investment, GBL’s Board of Directors approved in March 2021 an updated ESG Policy. Detailing commitments for 2025-2030, this ESG Policy is another key milestone on our ESG journey. Climate change, diversity, transparency and the promotion of access to sustainable finance are center stage in our 2025-2030 commitments. These have been carefully established to ensure that progress can be tracked and achieved in these critical areas.

(1) Based on EV/EBITDA average multiples for S&P Global Clean Energy Index and S&P Global Natural Resources Energy Index (2013-2020)

26 GBL – Annual Report 2020 As a responsible investor, we support the recognition of the Paris Agreement signed under the United Nations Framework Convention on Climate Change and the objective to keep temperature rise below 2° Celsius by 2050. We commit to continue to work alongside our portfolio companies to ensure the definition and implementation of strategies sustaining the induced net-zero path. In 2021, we will formalize our “Climate commitment to the Science Based Targets initiative to ensure that by 2030, all our portfolio companies have their own SBTi change, diversity, commitments in place (www.sciencebasedtargets.org).

transparency and Collectively, we also need to look beyond ESG ratings and going forward, GBL will concentrate its interactions with the promotion selected few. Beyond GBL, we strongly encourage our participations to operate such selectivity vis-à-vis ESG rating of access to providers and to seek a more direct pricing and validation of their ESG achievements by the financial markets via the sustainable finance issuance of sustainable finance products in line with their financial needs and ESG capabilities.

are center stage Today, after more than 25 years of involvement in the ESG industry, I am very proud of establishing GBL ESG function in our 2025-2030 as a center of expertise to support our Board of Directors, management and investment team’s ESG integration efforts commitments. ” and to drive our ambitions for the years to come.

François Perrin HEAD OF ESG

GBL – Annual Report 2020 27 SIENNA CAPITAL Key figures 2020 €2.5bn Net asset value (“NAV”) €1.8bn €0.7bn NAV of assets invested with Direct and co-investments external fund managers

10 ~25% External fund managers Portfolio’s exposure to technology & digital 150+ Underlying portfolio companies

SIENNA CAPITAL Key Events October 2020 $600m of capital raised through listing of the SPAC Avanti Acquisition Corp.

August $110m commitment 2nd quarter to C2 Capital’s global €250m commitment to export-to-China fund Sienna Capital Opportunity March Fund SCSp, as part of the strategic objective to €150m commitment manage external capital to Sagard 4

28 GBL – Annual Report 2020 Sienna Capital, GBL’s asset management platform, provides an important source of additional diversification and attractive risk- adjusted returns. Sienna Capital has grown rapidly since its creation in 2013, having since committed more than EUR 3 billion in capital. Sienna Capital has become a significant recurring contributor to GBL’s cash earnings, including via a contribution of EUR 58 million in 2020. Performance in 2020 was strong with several significant achievements, including the strengthening of the team. Year-end net asset value (“NAV”) reached EUR 2.5 billion, approximately 12% of GBL’s total NAV, up by 41% from EUR 1.8 billion at year-end 2019. Sienna Capital has capital invested in 10 managers and a total of 20 funds. The NAV in these funds represents EUR 1.8 billion or 73% of the total. In addition, we have committed capital to 10 direct investments and co-investments. The NAV in these co-investments represents EUR 0.7 billion, or 27% of the total. The underlying portfolio delivered a solid double-digit return, anchored notably by its strong exposure to digital. Technology and digitally-focused investments now represent approximately 25% of Sienna Capital’s total portfolio. One of our technology-focused fund managers is Marcho Partners where Sienna Capital made a EUR 175 million initial investment. Marcho Partners is a hedge fund founded by Carl Anderson which was up more than 100% in 2020. One of our technology direct investments is a EUR 100 million investment in Globality, an artificial-intelligence powered platform for the sourcing of business services co-founded in Silicon Valley by Joel Hyatt and Lior Delgo. Another notable achievement in 2020 was the successful launch in October of the NYSE-listed blank check company Avanti Acquisition Corp together with NNS Group. The Avanti SPAC raised USD 600 million and is currently looking for an attractive partner in Europe to take advantage of a rapid listing in the U.S. alongside long-term partners. Sienna Capital’s platform has been built on two pillars. The first, which today represents 73% of total NAV, involves partnering Portfolio’s exposure to technology & digital either as seed investor or alongside other investors with external fund managers providing attractive investment opportunities across a range of alternative assets. These notably include private equity, growth and venture capital, healthcare, technology and hedge funds. Over the years, Sienna Capital has established such partnerships with a range of specialist managers. Overall, Sienna Capital has partnered with 10 managers, thereby enabling it to deploy capital successfully and profitably into more than 150 underlying portfolio companies. The second pillar, which today represents 27% of Sienna Capital’ s total NAV, invests directly either as principal or co-investor into private equity. Working with partners including KKR and Carlyle has enabled Sienna Capital to build up an attractive global portfolio of direct private equity investments. In addition to Globality, another promising investment to date includes Upfield, the former Unilever spreads business. In 2020 Sienna Capital began building out an additional pillar which will entail the creation of a series of Sienna Capital-branded funds across verticals managed by specialist teams. Verticals could include such asset classes as real estate, private equity and private credit. These funds will raise third party capital to invest alongside Sienna Capital in investment opportunities that it will originate including by being able to tap into the group’s rich network of relationships. Consistent with the declared objective of establishing a new family of own branded funds, we will launch in 2021 the Sienna Capital Opportunity Fund SCSp with a seed commitment of EUR 250 million from the parent group. To attract talented teams to the platform when launching new verticals, management is further developing Sienna Capital’s ability to offer support for a variety of non-investment-related activities, such as assistance with fundraising, accounting and reporting, compliance, IT, legal and HR. The offering will be known as ‘Sienna Capital Services’ and will accelerate the development of Sienna Capital. Next steps in the pursuit of Sienna Capital’s asset management ambitions will also include opportunistic M&A. The ultimate ambition is for a group of high-calibre managers on the Sienna Capital platform to become a leading alternative asset manager investing third-party capital from institutional clients. A new CEO, Pedro Arias, formerly of Amundi, is now leading Sienna Capital. Pedro Arias created Amundi’s Alternative and Real Assets platform in 2013. Under his leadership, it has since grown to EUR 55 billion of assets under management, investing across the real estate, private equity, private debt, renewable energy infrastructure sectors. It also offers a multi-management capability. With this background, Pedro Arias is well qualified to lead Sienna Capital’s next development phase. Sienna Capital’s approach provides a good example in practice of GBL’s philosophy, deploying capital in areas which require a long-term investment horizon, generate compelling economics and leverage the group’s network and differentiated sourcing capabilities.

GBL – Annual Report 2020 29 Net asset value

Net asset value

+ 0.7%

20.3 20.5 20 19.7 18.9

18 16.8 17.0 16.2 16 15.2 14.9 15.3 15.2 14.3 14 13.2 12.8 11.6 12 11.1 EUR bn 10

8

6

4

2

0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

WE AIM AT DELIVERING CONTINUOUS AND SUSTAINABLE GROWTH OF OUR INTRINSIC VALUE OVER THE LONG TERM Growth of intrinsic value is pursued by GBL through an efficient portfolio management leading to value creation over the long term. Since the initiation of the rebalancing strategy in 2012, GBL’s net asset value has increased by 6.6% per year.

30 GBL – Annual Report 2020 CHANGE IN NET ASSET VALUE IN 2020 As of December 31, 2020, GBL’s net asset value totalled EUR 20.5 billion (EUR 127.03 per share) compared with EUR 20.3 billion (EUR 126.11 per share) at the end of 2019, up 0.7% (EUR 0.92 per share). Relative to the share price of EUR 82.52, the discount as of end of December 2020 was 35.0%, up 9.5% compared with the end of 2019 (25.5%). The table on the next page sets out and compares the components of the net asset value at year-end 2020 and year-end 2019.

In EUR per share

Positive revaluation effect private assets Received dividends Positive share price effect Contribution of Sienna Capital

Negative revaluation effect private assets Paid dividends Negative share price effect Other

135

0.75 0.23 0.06 0.01 3.36 1.10 130 (0.06) 1.11 (0.74) (0.79) 1.35 (0.80) 0.00 (3.15) (1.05) (0.45)

125 126.11 127.03

120

115

110

NAV Webhelp SGS Imerys adidas Mowi GEA Pernod Lafarge- Ontex Parques Umicore Other Sienna Treasury GBL Other NAV 12/31/2019 Ricard Holcim Reunidos invest- Capital shares dividend 12/31/2020 ments HISTORICAL DATA OVER 10 YEARS

In EUR million 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011

Net asset value at the end of the year 20,497.9 20,349.4 16,192.7 18,888.0 16,992.2 15,188.1 15,261.0 14,917.4 13,247.3 11,560.6 Portfolio 21,339.5 20,626.6 16,686.1 18,825.7 16,300.4 15,457.2 15,064.7 15,413.6 12,908.0 12,254.9 Net cash/(net debt) (1,563.1) (767.7) (693.0) (442.8) 224.7 (740.0) (233.1) (911.7) (26.6) (1,007.9) Treasury shares 721.4 490.4 199.6 505.0 4 6 7.1 470.9 429.4 415.5 365.9 313.7 Year-on-year change (in %) + 0.7 + 25.7 - 14.3 + 11.2 + 11.9 - 0.5 + 2.3 + 12.6 + 14.6 - 19.3

In EUR

Net asset value per share 127.03 126.11 100.35 117.06 105.31 94.13 94.58 92.45 82.10 71.65 Share price 82.52 93.96 76.08 89.99 79.72 78.83 70.75 66.73 60.14 51.51 Discount (in %) 35.0 25.5 24.2 23.1 24.3 16.3 25.2 2 7. 8 26.7 28.1

GBL – Annual Report 2020 31 BREAKDOWN OF NET ASSET VALUE AS OF DECEMBER 31, 2020

December 31, 2020 December 31, 2019

Portfolio Share price Portfolio Share price % in capital In EUR(1) In EUR million % in capital In EUR(1) In EUR million

Listed and private assets 18,818.5 18,841.6 adidas 6.84 297.90 4,085.6 6.80 289.80 3,951.3 SGS 18.93 2,471.76 3,539.5 16.75 2,442.42 3,094.5 Pernod Ricard 7. 6 0 156.80 3,119.2 7.4 9 159.40 3,170.9 LafargeHolcim 7. 5 7 45.01 2,099.9 7. 5 7 49.47 2,308.2 Imerys 54.64 38.66 1,794.2 53.99 3 7.6 8 1,617.2 Umicore 18.02 39.29 1,744.2 17.99 43.36 1,922.3 Webhelp 61.45 1,043.8 64.72 866.7 Mowi 5.85 18.24 551.7 0.84 23.14 100.1 GEA 8.51 29.28 449.7 8.51 29.48 452.7 Ontex 19.98 11.00 181.0 19.98 18.75 308.5 Parques Reunidos 23.00 106.3 23.00 235.3 Total 0.01 35.30 9.4 0.62 49.20 7 9 7.6 Other 94.0 16.3 Sienna Capital 2,521.1 1,785.0

Portfolio 21,339.5 20,626.6 Treasury shares 721.4 490.4 Bank debt and institutional bonds (2,285.8) (2,601.7) Cash/quasi.cash/trading 722.7 1,834.1 Net asset value (total) 20,497.9 20,349.4 Net asset value (in EUR per share) (2) 127.03 126.11 Share price (in EUR per share) 82.52 93.96 Discount (in %) 35.0 25.5

(1) Share price converted in EUR based on (i) the ECB fixing of 1.0854 CHF/EUR as of December 31, 2019 and 1.0802 CHF/EUR as of December 31, 2020 for SGS and LafargeHolcim and (ii) the ECB fixing of 9.8638 NOK/EUR as of December 31, 2019 and 10.4703 NOK/EUR as of December 31, 2020 for Mowi (2) Based on 161,358,287 shares

PORTFOLIO’S RECONCILIATION WITH THE IFRS CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2020, GBL’s portfolio included in the net asset value amounted to EUR 21,340 million (EUR 20,627 million as of December 31, 2019). The reconciliation of this item with the IFRS consolidated financial statements is set out below:

In EUR million December 31, 2020 December 31, 2019

Portfolio value as presented in: Net asset value 21,339.5 20,626.6 Segment information (Holding) - pages 162 to 165 15,953.7 16,268.4 Participations in associates 78.5 144.8 Other equity investments 15,875.3 16,123.7

Reconciliation items 5,385.8 4,358.2 Value of Sienna Capital, consolidated in the Sienna Capital segment 2,521.1 1,785.0 Fair value of Imerys, consolidated using the full consolidation method in IFRS 1,794.2 1,617.2 Fair value of Webhelp, consolidated using the full consolidation method in IFRS 1,043.8 866.7 Valuation difference of Parques Reunidos between net asset value (fair value) and IFRS (equity method) 2 7. 8 90.5 Reclassification of ENGIE shares, included in gross cash in 2016 and shown under other equity investments (1.1) (1.3)

32 GBL – Annual Report 2020 SECTOR PEERS

Listed assets Market (in % of the last Country of capitalisation as of disclosed Net asset value (1) headquarters (1) year-end 2020 (2) portfolio value) (1) LT V (1)

Investor AB EUR 54.4 billion (3) Sweden EUR 45.6 billion 65% 4.1% EXOR EUR 18.7 billion Italy EUR 16.0 billion 65% 14.2% IndustriVärden EUR 12.1 billion Sweden EUR 11.7 billion 100% 5.9% Kinnevik EUR 11.1 billion Sweden EUR 11.5 billion 84% - Wendel EUR 6.5 billion France EUR 4.4 billion 45% 6.4% GBL EUR 20.5 billion Belgium EUR 13.3 billion 83% 7. 3 %

(1) Source: Public disclosures by GBL’s peers in EUR (or converted in EUR) for the reporting date as of year-end 2020 (with exception of EXOR: reporting date as of 06/30/2020 and Wendel: reporting date as of 09/30/2020) (2) Source: Bloomberg (3) Adjusted net asset value (source: Investor AB)

Given (i) its geographical mandate, (ii) its positioning as engaged owner deploying permanent capital, (iii) its portfolio being primarily exposed to Investment Grade listed global companies, (iv) its size, GBL evolves in a narrow sector universe in which it identifies the peers mentioned above.

“Efficient management, creating value over the long term.”

GBL – Annual Report 2020 33 Portfolio review

35 An actively managed portfolio 36 Portfolio management strategy 38 Listed investments and private assets 38 adidas 42 SGS 46 Pernod Ricard 50 LafargeHolcim 54 Imerys 58 Umicore 62 Webhelp 66 Mowi 70 GEA 74 Ontex 78 Parques Reunidos 82 Canyon 84 Sienna Capital

34 GBL – Annual Report 2020 An actively managed portfolio

GBL seeks to invest in high-quality companies with a leading position in DEPLOYING CAPITAL IN HIGH-QUALITY their sector, primarily investment grade and with robust business models: SECTOR LEADERS - focused on both organic and external growth as an important lever of GBL initiated the rebalancing of its portfolio in 2012 with the objective long-term value creation; of diversifying and strengthening its growth and resilience, and - developed in a sustainable manner by high-quality management teams optimizing potential to create value over the long term. having a clear strategic vision; and This transformation has been achieved through a significant portfolio - supported by sound cash generation profile and solid financial rotation, with disposals and acquisitions totaling EUR 21 billion. It has structure. led to a substantial shift from high-yielding cyclical assets in the energy and utilities sectors into growth assets in the consumer goods, industry In addition, GBL is seeking to further diversify its investment universe, and business services sectors. portfolio and dividend contributors by expanding its alternative asset platform, Sienna Capital (see more details in the Sienna Capital section in pages 84 to 93).

European #2 Sector ranking (1) #2 #1 #2 #1 #1 Top 3 #1 #1 Top 5 leader in Europe Issuer’s credit rating (S&P / A+ / A2 Unrated / A3 BBB+ / Baa1 BBB / Baa2 BBB- / Baa3 Unrated Unrated Unrated Unrated / Baa2 BB- / Ba3 Unrated Moody’s) (2)

Note: as of December 31, 2020 Source: (1) GBL and (2) Bloomberg

CONTRIBUTING TO LONG-TERM VALUE - s hareholder remuneration (dividend policy and share buyback CREATION AS AN ENGAGED AND programs) and capital allocation. GBL’s principal contribution to value creation is through sharing its RESPONSIBLE INVESTOR experience, expertise and network across its portfolio. While an GBL is an engaged investor with a long-term investment horizon that engaged shareholder, GBL avoids involvement in the daily is able to deploy permanent capital. The objective is to contribute to management of its portfolio companies. unlocking value through its involvement in the key decision-making governance bodies of its portfolio companies. Acting as an engaged In accordance with its objective of creating long-term and sustainable owner and board member, GBL focuses on: value, and consistent with its role as a responsible investor, GBL requires - the strategic roadmap of its portfolio companies, and more its portfolio companies to ensure application of ESG best practices specifically organic growth and M&A; consistent with international standards (see more details in the ESG section in pages 94 to 121). - the selection, nomination and remuneration of key executive management; and

Initial investment 2015 2013 2006 2005 1987 2013 2019 2020 2017 2015 2017 GBL’s ranking in the shareholding #1 #1 #3 #1 #1 #1 #1 #3 #3 #1 #3 Board of Directors 1/16 3/10 1/13 1/12 3/12 2/9 3/5 0/10 1/12 2/7 1/9 Audit Committee 0/4 1/3 0/3 0/4 1/4 1/3 n.a. 0/2 0/4 1/3 1/4 Nomination and / or Remuneration Committee 1/3 - 1/4 1/3 0/3 - 1/4 1/5 1/3 - 1/4 1/4 n.a. 0/3 0/3 1/4 n.a. Strategic Committee n.a. n.a. 1/5 n.a. 3/6 n.a. n.a. n.a. 1/6 1/4 n.a. Note: as of December 31, 2020

GBL – Annual Report 2020 35 Portfolio management strategy GBL’S APPROACH TO ASSET ROTATION IS BASED ON A CONTINUOUS ASSESSMENT OF THE POTENTIAL OF ITS PORTFOLIO TO GENERATE RETURNS OVER THE LONG TERM

CLEAR INVESTMENT CRITERIA GBL performs extensive analysis on the way in, focusing as much on the potential upside as on the downside protection. Opportunities are evaluated on the basis of the following grid which is composed of qualitative and quantitative investment criteria:

Attractive end markets with long-term tailwinds - Further growth / consolidation potential - R esilience across economic cycles - Exposure to long-term growth drivers - F avorable competitive industry dynamics - Barriers to entry

ESG compliance - ESG strategy and commitments (with reporting and relevant governance bodies in place for listed investment opportunities)

Core shareholder position, with effective governance - Potential to become largest shareholder, able to exert influence - Potential for Board representation - Strong management team

Leading market position with a clear and sustainable business model - Good organic growth prospects - Strong cash flow generation capabilities - ROCE exceeding WACC - Low financial gearing (where listed) - Well-positioned with regards to industry or digital disruption

Valuation - Objective of double-digit TSR over the long term - Satisfactory dividend yield (where listed)

36 GBL – Annual Report 2020 CONTINUOUS ASSESSMENT As an investor able to deploy permanent capital, GBL’s investment horizon is not constrained by holding periods. Investments can be held for as long as required to optimize their value. Investments are subject to continuous and rigorous assessment which includes monitoring potential risks and defining a potential exit strategy. The focus is on preserving capital and limiting downside risk through the analysis of the following criteria:

Potential for further value creation Valuation risk - M ultiples above historical average - P rospective TSR below internal targets

Company-specific risk - R isk of disruption to business model as a result of digitalization or technological innovation - O ther company risks including competition, ESG and geopolitics

Portfolio concentration risk Single asset not to account for more than 20-25% of: - P ortfolio value; and/or - Cash earnings.

INVESTMENT UNIVERSE GBL carries out investments within the following universe: - targeted companies are headquartered in Europe and may be listed or private; - GBL aspires to hold a position of core shareholder in the capital of its portfolio companies and play an engaged role in the governance, through majority stakes or minority positions with influence; - equity investments range primarily between EUR 250 million and EUR 2 billion, and may potentially be conducted in co-investment alongside other leading investment institutions; - GBL intends to reinforce the diversification of its portfolio by pursuing the development of its alternative investments through its platform Sienna Capital.

GBL – Annual Report 2020 37 LISTED INVESTMENTS AND PRIVATE ASSETS

EUR Capital held 19.8 More than by GBL billion 20% 6.8% in net sales of sales through e-commerce

GBL’s representation in More than the statutory bodies 60,000 #1 1 out employees in Europe in sporting goods of 16

38 GBL – Annual Report 2020 adidas is the European leader in sports equipment

Capital held by GBL

6.8% PROFILE adidas is a global leader specialised in the design, development, production and distribution of sporting goods (footwear, clothing and equipment). Distribution is done through its own stores retail network, e-commerce and independent distributors. GBL’s representation in the statutory bodies 1 out of 16

GBL – Annual Report 2020 39 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

The group’s business recovered quickly after having hit the low Geographic breakdown Breakdown of 2020 net sales point in the second quarter, thanks to the decisive actions taken of 2020 net sales per product category to mitigate the negative impact from the coronavirus pandemic. 33% 56% Full-year net sales decreased by 14% in currency-neutral terms. ASIA PACIFIC FOOTWEAR In Euro terms, net sales decreased by 16% to EUR 19,844 million (EUR 23,640 million in 2019). E-commerce delivered exceptional 27% EUROPE growth of 53% in currency-neutral terms in 2020, reaching significantly more than EUR 4 billion in net sales and accounting 24% 39% for more than 20% of total net sales. Led by e-commerce, NORTH AMERICA APPAREL currency-neutral net sales in the group’s Direct-to-Consumer 6% business increased by 7% for the full year. LATIN AMERICA 5% ACCESSORIES & GEAR The group recorded an operating profit of EUR 751 million in 2020 5% (EUR 2,660 million in 2019), resulting in an operating margin of EMERGING MARKETS 3.8% (11.3% in 2019). The operating profit development was 3% significantly impacted by several coronavirus-related charges RUSSIA/CIS especially in the first half of 2020. These mainly consisted of 2% product takebacks in Greater China, purchase order cancellation OTHER costs, the increase in inventory and bad debt allowances as well as the impairment of retail stores and the Reebok trademark, with a combined negative impact of around EUR 500 million during the EUR EUR year. 19,844 19,844 MILLION MILLION Net income from continuing operations decreased to EUR 429 million in 2020 (EUR 1,918 million in 2019). Basic earnings per share from continuing operations declined to EUR 2.15 (EUR 9.70 in 2019). Adjusted net financial debt amounted to EUR 3,148 million at the Key financial data end of December 2020, compared to EUR 4,173 million in 2019. In Simplified income statement the course of 2020, the group has optimized its capital structure (in EUR million) 2020 2019 2018(1) at highly attractive conditions through several financing activities and received strong first-time investment grade credit ratings by Net sales 19,844 23,640 21,915 both S&P and Moody’s. Operating profit 751 2,660 2,368 Net income from continuing operations 429 1,918 1,709 The Executive Board and Supervisory Board decided to resume Net income (group’s share) 432 1,976 1,702 the group’s dividend payments and will propose paying a dividend of EUR 3.00 per dividend-entitled share for the financial year Simplified balance sheet 2020 to the group’s shareholders at the Annual General Meeting (in EUR million) on May 12, 2021. Shareholders’ equity (group’s share) 6,454 6,796 6,377 Non-controlling interests 237 261 (13) Adjusted net cash/(adjusted net financial debt) (3,148)(2) (4,173)(2) 959 Adjusted net financial debt/EBITDA (x) 1.5 1.1 n.a.

Market data (in EUR/share)

Basic earnings from continuing operations 2.15 9.70 8.46 Dividend 3.00(3) - 3.35

(1) First-time application of IFRS 16 as of January 1, 2019. 2018 figures are not restated (2) To reflect changes in adidas’ financial policy, the defintion of net cash/net financial debt was changed to include the present value of future lease and pension liabilities (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting FINANCIAL COMMUNICATION Tel.: +49 9132 84 2920 Sebastian Steffen, [email protected] Head of Investor Relations www.adidas-group.com

40 GBL – Annual Report 2020 GBL and adidas

INVESTMENT CASE

The sporting goods industry is expected to grow at 6-7% p.a. over the next few years, driven by secular trends: - A thleisure: a global fashion trend towards more casual dress - H ealth & Wellness: growing awareness on improving health and quality of life, further increased by the radical changes within the global society resulting from the Covid-19 pandemic - B oom in sport and sportswear adoption in China.

adidas is a strong brand in the design and distribution of sporting goods, (i) number 1 in Europe and number 2 worldwide and (ii) supported by strong innovation capability throughout multiple sponsorship agreements. There is potential for growth in sales, mainly supported by: - D igital: strong increase in e-commerce sales, accelerated throughout 2020 by the transformation of our economy and further adoption of online shopping and remote working under the effects of the Covid-19 lockdowns - O mni-channel approach: strong sales dynamics from both e-commerce and ‘‘own stores’’ (Direct-to-Consumer model) - Th e Chinese market, which has experienced strong momentum over the last few years - Th e increasing share of ‘‘sport-inspired’’ lifestyle products in adidas’ product range - Th e US market, where further market share gains are possible - S peed initiatives: clear objectives to reduce the time-to-market of products.

Potential for EBIT margin improvement is driven by (i) the ongoing disposal of the Reebok brand, (ii) cost efficiency / overhead optimization mainly through economies of scale and (iii) increased profitability in the USA. Key financial data Solid balance sheet with strong cash conversion allows for attractive shareholders’ Simplified income statement remuneration. (in EUR million) 2020 2019 2018(1)

Net sales 19,844 23,640 21,915 Market data and information Operating profit 751 2,660 2,368 on GBL’s investment Net income from continuing operations 429 1,918 1,709 Net income (group’s share) 432 1,976 1,702 Stock market data 2020 2019 2018

Number of shares issued (in thousands) 200,416 200,416 200,416 Simplified balance sheet Market capitalisation (in EUR million) 59,704 58,081 36,556 (in EUR million) Closing share price (in EUR/share) 297.90 289.80 182.40 Shareholders’ equity (group’s share) 6,454 6,796 6,377 Non-controlling interests 237 261 (13) GBL’s investment 2020 2019 2018 Adjusted net cash/(adjusted net financial debt) (3,148)(2) (4,173)(2) 959 Percentage of share capital (in %) 6.8 6.8 7. 8 Adjusted net financial debt/EBITDA (x) 1.5 1.1 n.a. Percentage of voting rights (in %) 6.8 6.8 7. 8 Market value of the investment (in EUR million) 4,086 3,951 2,863 Market data (in EUR/share) Dividends collected by GBL (in EUR million) - 43 35

Basic earnings from continuing operations 2.15 9.70 8.46 Representation in statutory bodies 1 1 1 Dividend 3.00(3) - 3.35

(1) First-time application of IFRS 16 as of January 1, 2019. 2018 figures are not restated (2) To reflect changes in adidas’ financial policy, the defintion of net cash/net financial debt was Annualized TSR (%) changed to include the present value of future lease and pension liabilities (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting 1 year 3 years 5 years

adidas 2.8 22.3 28.4 STOXX Europe 600 Consumer Goods 11.3 13.0 11.8

GBL – Annual Report 2020 41 LISTED INVESTMENTS AND PRIVATE ASSETS

CHF Capital held 900 More than by GBL million 2,600 18.9% in adjusted offices and operating income laboratories

GBL’s representation in Over the statutory bodies 89,000 #1 3 out employees worldwide of 10

42 GBL – Annual Report 2020 SGS is the world leader in inspection, verification, testing and certification

PROFILE

SGS provides tailored inspection, verification, testing and certification solutions to its customers to make their commercial activities faster, simpler and more efficient. Its worldwide network consists of more than 89,000 employees at more than 2,600 offices and laboratories.

GBL – Annual Report 2020 43 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Revenue reached CHF 5.6 billion, down by 15.1% (a decline of Geographical breakdown 2020 revenue 8.8% at constant currency), notably driven by the disposal of of 2020 revenue by activity the Petroleum Services Corporation in 2019, in addition to 45% 19% 8% the Covid-19 pandemic impact. EUROPE, AFRICA CONSUMER ENVIRONMENT, AND MIDDLE EAST AND RETAIL HEALTH AND Adjusted operating income decreased from CHF 1,063 million SAFETY in prior year to CHF 900 million in 2020, a decline of 15.3% 18% AGRICULTURE, 8% (a decline of 8.0% at constant currency). The decrease occurred 36% FOOD AND LIFE CERTIFICATION ASIA PACIFIC AND BUSINESS in H1 2020 while H2 2020 adjusted operating income remained 15% ENHANCEMENT stable on a reported basis and increased significantly at INDUSTRIAL constant currency. 20% 7% AMERICAS GOVERNMENTS 14% AND INSTITUTIONS The adjusted operating income margin of 16.1% remained stable OIL, GAS in 2020 at historical rate but increased by 20bps at constant AND CHEMICALS currency. This improvement was driven by the structural cost 11% optimization program implemented in H2 2019, strong cash MINERALS collection (resulting in a lower allowance for expected credit losses) and additional measures taken in 2020 due to the pandemic. CHF CHF Profit attributable to equity holders decreased from 5.6 5.6 CHF 660 million in 2019 to CHF 480 million in 2020, BILLION BILLION a decrease of 27.3% over prior year. Cash flow from operating activities increased by 3.2% from CHF 1,149 million in prior year to CHF 1,186 million. Free cash flow increased significantly by 12.6% from CHF 673 million in Key financial data prior year to CHF 758 million in 2020 driven by strong working Simplified income statement capital management. Operating net working capital as a (in CHF million) 2020 2019 2018 percentage of revenue improved from 0.3% in prior year to (2.5%) in 2020. Revenue 5,604 6,600 6,706 Adjusted EBITDA (1) 1,324 1,521 1,337 As of December 31, 2020, the group’s net financial debt position Adjusted operating income (1) 900 1,063 1,050 amounted to CHF 1,478 million versus CHF 762 million in prior Operating income (EBIT) 795 1,082 946 year. Two CHF bonds amounting to CHF 500 million in total Profit attributable to equity holders 480 660 643 were successfully issued. Simplified balance sheet (in CHF million)

Shareholders' equity (group’s share) 1,060 1,514 1,668 Non-controlling interests 74 81 75 Net financial debt (2) 1,478 762 772 Net financial debt/ adjusted EBITDA (x) (2) 1.1 0.5 0.6

Market data (in CHF/share)

Diluted earnings 63.82 8 7.1 8 84.32 Dividend 80(3) 80 78

(1) Before amortization of acquired intangibles and non-recurring items (2) Without the consideration of the lease liabilities recognized for IFRS 16 (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting

FINANCIAL COMMUNICATION Toby Reeks, Investor Relations [email protected] Tel.: +41 22 739 99 87 www.sgs.com

44 GBL – Annual Report 2020 GBL and SGS

INVESTMENT CASE

The industry is characterised by high barriers to entry, fragmentation and attractive fundamentals: - Global need across industries for safety and traceability - Expansion and ageing of infrastructure - Outsourcing of activities - Development of regulations and compliance demands - Growing complexity of products - New digital growth areas including e-commerce - Consolidation in multiple sectors.

In this sector, SGS offers a particularly attractive profile: - World leader - Best in class profitability, returns and cash flow generation - Diversified portfolio - Ideally positioned to take advantage of growth opportunities - Resilient across economic cycles - Solid balance sheet in support of M&A and attractive shareholder remuneration.

Key financial data

Simplified income statement (in CHF million) 2020 2019 2018 Market data and information Revenue 5,604 6,600 6,706 on GBL’s investment Adjusted EBITDA (1) 1,324 1,521 1,337 Adjusted operating income (1) 900 1,063 1,050 Stock market data 2020 2019 2018

Operating income (EBIT) 795 1,082 946 Number of shares issued (in thousands) 7,566 7,566 7,634 Profit attributable to equity holders 480 660 643 Market capitalisation (in CHF million) 20,201 20,057 16,871 Closing share price (in CHF/share) 2,670 2,651 2,210 Simplified balance sheet (in CHF million) GBL’s investment 2020 2019 2018 Shareholders' equity (group’s share) 1,060 1,514 1,668 Percentage of share capital (in %) 18.9 16.7 16.6 Non-controlling interests 74 81 75 Percentage of voting rights (in %) 18.9 16.7 16.6 (2) Net financial debt 1,478 762 772 Market value of the investment (in EUR million) 3,539 3,094 2,485 (2) Net financial debt/ adjusted EBITDA (x) 1.1 0.5 0.6 Dividends collected by GBL (in EUR million) 108 87 82

Market data Representation in statutory bodies 3 3 3 (in CHF/share)

Diluted earnings 63.82 8 7.1 8 84.32 Annualized TSR (%) (1) Dividend 80(3) 80 78

(1) Before amortization of acquired intangibles and non-recurring items 1 year 3 years 5 years (2) Without the consideration of the lease liabilities recognized for IFRS 16 (3) Based on information disclosed until March 12, 2021 and subject to the approval of the SGS 4.2 7.7 10.3 General Shareholders’ Meeting STOXX Europe 600 Industrial Goods & Services 6.3 8.1 10.5

(1) TSR computed in euros

GBL – Annual Report 2020 45 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held by GBL 86 96 7.6% direct affiliates production sites worldwide

GBL’s representation in the statutory bodies 19,000 #2 1 out employees in Wine & Spirits worldwide of 13

46 GBL – Annual Report 2020 Pernod Ricard, the world’s number two player in Wines & Spirits, holds a leading position globally

PROFILE

Since its inception in 1975, Pernod Ricard has built up the most premium portfolio in the industry and has become the world’s number two player in the Wine & Spirits market through organic growth and acquisitions, including Seagram in 2001, Allied Domecq in 2005 and Vin&Spirit in 2008. This portfolio includes GBL’s representation in notably 13 strategic international brands, 15 strategic local the statutory bodies brands, specialty brands and 4 strategic wine brands, produced and distributed by the group through its own worldwide 1 out distribution network. of 13

GBL – Annual Report 2020 47 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN FY20 IN FIGURES

Net sales for 2019/2020 (“FY20”) totalled EUR 8,448 million, Geographic breakdown of Geographic breakdown of with an organic decline of - 9.5% (- 8.0% reported), with a FY20 net sales FY20 PRO favourable FX impact linked mainly to the USD appreciation 41% 41% vs. Euro. Net sales growth in the first half of 2019/2020 ASIA/REST ASIA/REST (“H1 FY20”) was robust but the second half of 2019/2020 OF THE WORLD OF THE WORLD (“H2 FY20) was impacted by Covid-19. Due to the Covid-19 impact in H2 FY20, FY20 profit from 30% 32% EUROPE AMERICAS recurring operations (“PRO”) was EUR 2,260 million, an organic decline of - 13.7% and -12.4% reported. The FY20 29% 27% organic PRO margin erosion was limited to - 131 bps. AMERICAS EUROPE Net profit (group’s share) amounted to EUR 329 million, - 77% on a reported basis vs. the prior year, and was impacted by a EUR 1 billion asset impairment triggered by Covid-19. EUR EUR Recurring free cash flow was EUR 1,003 million, reflecting the 8,448 2,260 MILLION MILLION impact of Covid-19 on the business. Net financial debt increased by EUR 1,804 million vs. June 30, 2019 to EUR 8,424 million due to lower free cash flow, an increase in the M&A cash-out, a EUR 523 million share buyback (prior to suspension of the program in April), an increase in the dividend payout to c.50% (vs. 41% in FY19), Key financial data additional lease liabilities following the IFRS 16 norm application and a negative translation adjustment mainly due to the Simplified income statement EUR/USD evolution. (in EUR million) 06/30/2020 06/30/2019 06/30/2018

Net sales 8,448 9,182 8,722 (1) Profit from recurring operations 2,260 2,581 2,358 PERFORMANCE IN H1 FY21 Net profit (group’s share) 329 1,455 1,577

Net sales for the first half of 2020/2021 (“H1 FY21”) totalled Simplified balance sheet EUR 4,985 million, with an organic decline of - 3.9% (- 8.9% (in EUR million) reported), with an unfavourable FX impact linked mainly to Shareholders' equity (group’s share) 13,968 15,987 14,797 the Euro appreciation vs. USD and emerging market currencies. Non-controlling interests 243 195 181 H1 FY21 PRO declined by - 2.4% organically, with an organic Net financial debt 8,424 6,620 6,962 operating margin improvement of + 51 bps, thanks to dynamic Net financial debt/EBITDA (x) (2) 3.2 2.3 2.6 management of resources and favourable phasing. Market data (in EUR/share)

Diluted net earnings from recurring operations 5.45 6.23 5.69 Dividend 2.66 3.12 2.36

(1) FY18 figures restated for IFRS 15 norm application (2) At average rates

FINANCIAL COMMUNICATION Julia Massies, Vice-President, Tel.: +33 1 70 93 17 03 Financial Communication & [email protected] Investor Relations www.pernod-ricard.com

48 GBL – Annual Report 2020 GBL and Pernod Ricard

INVESTMENT CASE

The spirits market is supported by favourable long term trends, in particular: - Expanding urban population, especially in emerging markets - Growing market share compared to beer and wine - Premiumization by consumers.

Pernod Ricard has a steady and diversified growth and profitability profile: - N umber two player worldwide with one of the industry’s most complete brand portfolios - S ystematic upmarket move thanks to its superior-quality and innovative products - N umerous high potential brands, including recent successful acquisitions - L eading positions in categories such as cognac, whisky and rum - U nique geographical exposure with twin-engines of growth in China and India.

After several years of focus on deleveraging, Pernod Ricard has recently increased its shareholder returns through an increased payout ratio and a share buyback program.

Key financial data

Simplified income statement (in EUR million) 06/30/2020 06/30/2019 06/30/2018

Net sales 8,448 9,182 8,722 (1) Profit from recurring operations 2,260 2,581 2,358 Market data and information Net profit (group’s share) 329 1,455 1,577 on GBL’s investment

Simplified balance sheet Stock market data 2020 2019 2018 (in EUR million) Number of shares issued (in thousands) 261,877 265,422 265,422 Shareholders' equity (group’s share) 13,968 15,987 14,797 Market capitalisation (in EUR million) 41,062 42,308 38,035 Non-controlling interests 243 195 181 Closing share price (in EUR/share) 156.80 159.40 143.30 Net financial debt 8,424 6,620 6,962 Net financial debt/EBITDA (x) (2) 3.2 2.3 2.6 GBL’s investment 2020 2019 2018

Percentage of share capital (in %) 7. 6 7. 5 7. 5 Market data Percentage of voting rights (in %) 12.7 12.0 11.8 (in EUR/share) Market value of the investment (in EUR million) 3,119 3,171 2,851 Diluted net earnings from recurring Dividends collected by GBL (in EUR million) 53 62 47 operations 5.45 6.23 5.69 Dividend 2.66 3.12 2.36 Representation in statutory bodies 1 2 2 (1) FY18 figures restated for IFRS 15 norm application (2) At average rates Annualized TSR (%)

1 year 3 years 5 years

Pernod Ricard 0.1 7. 8 10.2 STOXX Europe 600 Food & Beverage (5.5) 4.5 4.7

GBL – Annual Report 2020 49 LISTED INVESTMENTS AND PRIVATE ASSETS

CHF

Capital held 385 Around by GBL million 70 7.6% reduction of fixed costs countries where on a like-for-like basis LafargeHolcim is active

GBL’s representation in Around the statutory bodies 70,000 #1 1 out employees worldwide in building solutions of 12

50 GBL – Annual Report 2020 LafargeHolcim is the leading global construction materials and solutions company

PROFILE

LafargeHolcim is the world leader in construction materials and solutions. The company offers the most innovative cement, concrete, and aggregates solutions to meet its customers’ needs. The group employs about 70,000 persons in around 70 countries and has a balanced presence in developing and mature markets. GBL’s representation in the statutory bodies 1 out of 12

GBL – Annual Report 2020 51 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Net sales of CHF 23,142 million decreased by 5.6% on a Breakdown of 2020 Geographical breakdown (1) (1) like-for-like basis compared to the prior year and by 13.4% on net sales by segment of 2020 net sales a reported basis. The like-for-like decline mainly results from the pandemic-related disruption, mostly in the first half of the year, 60% 31% before returning to prior-year levels in the second half of the year. CEMENT EUROPE In the context of the global crisis, all currencies depreciated against the Swiss Franc, which generated a negative translation 18% 25% effect of - 7.4%. READY-MIX CONCRETE NORTH AMERICA Recurring EBIT reached CHF 3,676 million, down by 10.4% in total and by 1.9% on a like-for-like basis for the full year, with 15% 23% a largely “V-shaped” recovery across all regions delivering an AGGREGATES ASIA PACIFIC improvement in the fourth quarter of 14.1% on a like-for-like basis compared to the prior-year period. 7% 10% SOLUTIONS AND MIDDLE EAST Net income before impairments and divestments (group’s share) PRODUCTS AND AFRICA was CHF 1,900 million, 7.5% lower than in 2019 reflecting the above-mentioned recurring EBIT decline, partly offset by the 10% reduction of restructuring, litigation and other non-recurring LATIN AMERICA costs, along with the continuous improvement of the financial expenses and income tax rate. (1) Breakdown based on net sales excluding corporate/eliminations Earnings per share before impairments and divestments were down by 8.7% to reach CHF 3.07 for the full year 2020 vs. CHF 3.37 for 2019.

Free cash flow after leases was at CHF 3,249 million vs. Key financial data CHF 3,019 million in 2019, up by 7.6%, reflecting the success of

the “Health, Cost & Cash” action plan. Simplified income statement (1) Net financial debt amounted to CHF 8.5 billion at year-end 2020, (in CHF million) 2020 2019 2018 a reduction of CHF 1.6 billion compared to the prior year. The Net sales 23,142 26,722 27,466 ratio of net financial debt to recurring EBITDA now stands at 1.4x, Recurring EBIT 3,676 4,102 3,781 over-delivering on the 2022 target. Net income (group’s share) 1,697 2,246 1,502 Return on invested capital was 7.4% in 2020, equivalent to the Simplified balance sheet previous year, as the group remains on track to achieve its 2022 (in CHF million) target of above 8.0% at constant scope. Shareholders’ equity (group’s share) 26,071 28,566 26,925 Non-controlling interests 2,553 2,933 3,128 Net financial debt 8,483 10,110 13,518 Net financial debt/recurring EBITDA (x) 1.4 1.5 2.2

Market data (in CHF/share)

Earnings before impairment and divestments 3.07 3.37 2.63 Dividend 2.00(2) 2.00 2.00

(1) Pre-IFRS 16 (2) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting

FINANCIAL COMMUNICATION Tel.: +41 58 858 87 87 Swetlana Iodko, [email protected] Head of Investor Relations www.lafargeholcim.com

52 GBL – Annual Report 2020 GBL and LafargeHolcim

INVESTMENT CASE

The building materials industry is supported by: - Increasing urbanization - D emand for sustainable construction - R ising living standards, driving quality housing and infrastructure needs.

LafargeHolcim is well positioned to address those megatrends: - L eader in the building materials and solutions sector - P ortfolio exposed towards the most promising regions in terms of growth - Im proving operating performance and strength of the balance sheet.

The following challenges are however faced by the group: - In dustry dynamics have been challenging in selected regions and may continue to be - In creasingly ESG requirements and awareness will require significant investments.

Key financial data

Simplified income statement (in CHF million) 2020 2019 2018(1) Market data and information on GBL’s investment Net sales 23,142 26,722 27,466 Recurring EBIT 3,676 4,102 3,781 Stock market data 2020 2019 2018 Net income (group’s share) 1,697 2,246 1,502 Number of shares issued (in thousands) 615,929 615,929 606,909 Market capitalisation (in CHF million) 29,946 33,075 24,580 Simplified balance sheet Closing share price (in CHF/share) 48.62 53.70 40.50 (in CHF million)

Shareholders’ equity (group’s share) 26,071 28,566 26,925 GBL’s investment 2020 2019 2018 Non-controlling interests 2,553 2,933 3,128 Percentage of share capital (in %) 7. 6 7. 6 9.4 Net financial debt 8,483 10,110 13,518 Percentage of voting rights (in %) 7. 6 7. 6 9.4 Net financial debt/recurring EBITDA (x) 1.4 1.5 2.2 Market value of the investment (in EUR million) 2,100 2,308 2,051 Dividends collected by GBL (in EUR million) 88 111 97 Market data (in CHF/share) Representation in statutory bodies 1 2 2

Earnings before impairment and divestments 3.07 3.37 2.63 Dividend 2.00(2) 2.00 2.00 Annualized TSR (%) (1) (1) Pre-IFRS 16 (2) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting 1 year 3 years 5 years

LafargeHolcim (4.3) 2.8 3.3 STOXX Europe 600 Construction & Materials (1.6) 4.8 7. 3

(1) TSR computed in euros

GBL – Annual Report 2020 53 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held Over by GBL 50 230 54.6% countries where industrial sites Imerys is based

GBL’s representation in the statutory bodies 16,400 #1 3 out employees global leader in mineral-based solutions for industry of 12

54 GBL – Annual Report 2020 Imerys is the world leader in mineral-based specialty solutions for industry

PROFILE

Imerys extracts, transforms, develops and combines a unique range of minerals to provide functionalities that are key to its customers’ products and production processes. These specialities have a very wide range of uses and are becoming increasingly common on growing markets. GBL’s representation in the statutory bodies 3 out of 12

GBL – Annual Report 2020 55 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Revenue for the full year 2020 was EUR 3,799 million, down by Geographic breakdown Segment breakdown 10.7% year-on-year at constant scope and exchange rates. Group of 2020 revenues of 2020 revenues sales volumes were up by 0.7% in the fourth quarter of 2020, showing a continued improvement since the second quarter, 48% 57% which was negatively impacted by the peak of the Covid-19 EUROPE, MIDDLE EAST PERFORMANCE pandemic. Recovery strengthened across all underlying & AFRICA MINERALS markets in the fourth quarter. Revenue included a significant negative currency effect of 29% 43% AMERICAS HIGH TEMPERATURE EUR 91 million (- 2.1%), primarily as a result of the depreciation of MATERIALS & the USD against the Euro in the second half of the year. SOLUTIONS The scope effect was EUR 1 million for the full year 2020, 23% the positive contribution of recent bolt-on acquisitions being ASIA PACIFIC offset by the divestment of some non-core operations and the deconsolidation of the North American talc subsidiaries in February 2019. EUR Current EBITDA reached EUR 631 million for 2020 full-year. The 3,799 MILLION negative volume contribution (EUR 244 million) was partly offset by a positive price mix (EUR 33 million) and the extensive cost reduction measures implemented by the group. The group transformation plan has delivered on its targets (EUR 100 million gross savings on a run-rate base) ahead of plan. Key financial data

Other income and expenses, after tax, represent an overall Simplified income statement charge of EUR 137 million in 2020, mostly coming from (in EUR million) 2020 2019 2018(1) asset impairments and targeted business reorganizations. Revenue 3,799 4,354 4,590 Consequently, net income (group’s share) totaled EUR 30 million Current EBITDA 631 765 793 in 2020. Current operating income 299 439 562 Net income from current operations As of December 31, 2020, net financial debt totaled (group’s share) 167 277 357 EUR 1,508 million, which represents 2.4x current EBITDA. The Net income (group’s share) 30 121 560 limited cash-out for the dividend distribution (EUR 18 million in

2020 vs. EUR 173 million in 2019) and a positive change in non- Simplified balance sheet operating working capital requirement contributed to the (in EUR million) reduction of the net financial debt by EUR 177 million in 2020. Shareholders’ equity (group’s share) 2,897 3,114 3,217 At the General Shareholders’ Meeting of May 10, 2021, the Non-controlling interests 59 48 36 Board of Directors will propose a cash dividend of EUR 1.15 per Net financial debt 1,508 1,685 1,297 share, representing a total estimated pay out of EUR 97 million Debt-equity ratio (in %) (2) 51 53 40 equal to 57% of the net income from current operations Net financial debt/current EBITDA (x) 2.4 2.2 1.6 (group’s share). This proposal reflects the Board’s confidence in the group’s fundamentals and development prospects. Market data (in EUR/share)

Net income from current operations (group’s share) (3) 2.03 3.50 4.50 Dividend 1.15(4) 1.72 2.15

(1) Financial data before application of the IFRS 16 norm and excluding the Roofing division (2) Computed as the ratio between the net financial debt and total equity (3) Net income from current operations (group’s share) in EUR per share is computed based on the weighted average number of outstanding shares (82,168,061 in 2020, 79,089,697 in 2019 and 79,238,417 in 2018) (4) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting

FINANCIAL COMMUNICATION Vincent Gouley, Investor Relations [email protected] Tel. : +33 1 49 55 64 69 www.imerys.com

56 GBL – Annual Report 2020 GBL and Imerys

INVESTMENT CASE

Growing market benefiting from structural advantages: - H igh added value functional solutions providing key properties to customers’ products - L ow dependency on fluctuations in commodity prices - L ow substitution risk notably due to the limited proportion in the customers’ total costs.

Imerys is a worldwide leader and presents an attractive profile: - L eader in its sector: #1 or #2 in almost all its markets - O ngoing transformation plan towards a simpler and more customer-centric organization aiming at accelerating organic growth and improving operating profitability - R esilience of the business model, notably stemming from GBL’s support as a stable reference shareholder having a long-term investment horizon - D iversity in terms of geographies and customers’ end-markets - S trong cash-flow generation in support to external growth.

Key financial data

Simplified income statement (in EUR million) 2020 2019 2018(1)

Revenue 3,799 4,354 4,590 Current EBITDA 631 765 793 Current operating income 299 439 562 Market data and information Net income from current operations on GBL’s investment (group’s share) 167 277 357 Net income (group’s share) 30 121 560 Stock market data 2020 2019 2018

Number of shares issued (in thousands) 84,941 79,500 79,486 Simplified balance sheet Market capitalisation (in EUR million) 3,284 2,996 3,337 (in EUR million) Closing share price (in EUR/share) 38.66 3 7. 6 8 41.98 Shareholders’ equity (group’s share) 2,897 3,114 3,217 Non-controlling interests 59 48 36 GBL’s investment 2020 2019 2018 Net financial debt 1,508 1,685 1,297 Percentage of share capital (in %) 54.6 54.0 53.9 Debt-equity ratio (in %) (2) 51 53 40 Percentage of voting rights (in %) 6 7. 6 6 7. 6 6 7.7 Net financial debt/current EBITDA (x) 2.4 2.2 1.6 Market value of the investment (in EUR million) 1,794 1,617 1,799 Dividends collected by GBL (in EUR million) 89 92 89 Market data (in EUR/share) Representation in statutory bodies 3 3 3 Net income from current operations (group’s share) (3) 2.03 3.50 4.50 Dividend 1.15(4) 1.72 2.15 Annualized TSR (%)

(1) Financial data before application of the IFRS 16 norm and excluding the Roofing division (2) Computed as the ratio between the net financial debt and total equity 1 year 3 years 5 years (3) Net income from current operations (group’s share) in EUR per share is computed based on the weighted average number of outstanding shares (82,168,061 in 2020, 79,089,697 in 2019 and 79,238,417 in 2018) Imerys 8.8 (17.2) (6.2) (4) Based on information disclosed until March 12, 2021 and subject to the approval of the STOXX Europe 600 Construction & Materials (1.6) 4.8 7. 3 General Shareholders’ Meeting

GBL – Annual Report 2020 57 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held by GBL 50 15 18.0% production sites R&D - technical sites

GBL’s representation in More than EUR 223 the statutory bodies 10,800 million 2 out employees of R&D expenditure of 9

58 GBL – Annual Report 2020 Umicore is a leader in materials technology and recycling of precious metals

PROFILE

Umicore is a global group specialized in materials technology and the recycling of precious metals. Its activity is focused on application fields where its expertise in materials science, chemistry and metallurgy is widely recognized. It is centered on three business groups: Catalysis, Energy & Surface GBL’s representation in Technologies and Recycling. the statutory bodies 2 out of 9

GBL – Annual Report 2020 59 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Key figures for 2020: Segment split of 2020 Segment split of 2020 revenues excluding metals adjusted EBIT -R- evenues of EUR 3.2 billion (- 4%); (corporate not included) (corporate not included) -- Adjusted EBITDA of EUR 804 million (+ 7%); -- Adjusted EBIT of EUR 536 million (+ 5%); 42% 61% CATALYSIS RECYCLING -E- BIT adjustments of EUR - 237 million, primarily comprising restructuring charges, environmental provisions and impairments; 32% ENERGY & SURFACE 26% -- ROCE of 12.1% (compared to 12.6% in 2019); TECHNOLOGIES CATALYSIS -- Adjusted net profit (group’s share) of EUR 322 million 26% 13% (+ 3%) and adjusted EPS of EUR 1.34 (+ 3%); RECYCLING ENERGY & SURFACE TECHNOLOGIES -- Cash flow from operations of EUR 603 million (vs. EUR 549 million in 2019), despite a EUR 104 million increase in working capital requirements from higher PGM prices; EUR EUR -F- ree cash flow from operations of EUR 167 million 3,245 591 (vs. EUR - 39 million in 2019); MILLION MILLION -C- apital expenditure plans were adjusted at the beginning of the pandemic and capex spend amounted to EUR 403 million (vs. EUR 553 million in 2019); -- Net financial debt at EUR 1,414 million, down from EUR 1,443 million at end of 2019. This corresponds to Key financial data (1) a Net financial debt / adjusted EBITDA ratio of 1.76x; Simplified income statement -- Proposed gross annual dividend of EUR 0.75, of which (in EUR million) 2020 2019 2018 EUR 0.25 was already paid out in August 2020. Turnover 20,710 17,485 13,717 Despite the severe disruption brought by the Covid-19 pandemic Revenues (excluding metal) 3,239 3,361 3,271 in its end-markets, Umicore posted its strongest financial Adjusted EBITDA 804 753 720 performance ever, boosted by an exceptional PGM price Adjusted EBIT 536 509 514 environment. This underscores Umicore’s resilience and the Adjusted net profit (group’s share) 322 312 326 merits of its strategy building on the complementarity of its activities. After a solid performance in the first half of 2020, Simplified balance sheet with a strong result in Recycling offsetting the impact of the (in EUR million)

automotive industry downturn on the results of Catalysis and Shareholders’ equity (group’s share) 2,557 2,593 2,609 Energy & Surface Technologies, the second half of the year was Non-controlling interests 65 67 50 marked by a strong sequential improvement in the group’s Net financial debt 1,414 1,443 861 revenues and earnings driven by continued robust operational Debt-equity ratio (in %) (2) 35 35 24 performance and buoyant metal prices in Recycling, as well as Net financial debt/adjusted EBITDA (x) 1.8 1.9 1.2 strong growth in Catalysis. Market data (in EUR/share)

Diluted earnings 0.54 1.19 1.31 Dividend 0.75 (3) 0.375 0.75

(1) In order to align with the ESMA guidelines on Alternative Performance Measures (“APMs”), Umicore is renaming the reference of “recurring” in its APMs as “adjusted” (2) Computed as the ratio between the net financial debt and the sum of the net financial debt and total equity (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting

FINANCIAL COMMUNICATION Tel. : +32 2 227 78 38 Evelien Goovaerts, [email protected] Head of Investor Relations www.umicore.com

60 GBL – Annual Report 2020 GBL and Umicore

INVESTMENT CASE

Umicore operates in industries such as automotive and precious metals’ recycling, characterised by high barriers to entry and exposed to strong long-term trends: - Megatrend of vehicle electrification - Global focus on improving air quality - Resource scarcity.

Umicore is a world leader in these fields, notably with the following strengths: - Solid know-how with pioneering technologies and world class process - High-quality and increasingly diversified production global footprint - A recognized leadership in ESG matters, including responsible sourcing of precious metals - A solid balance sheet to finance ambitious development projects.

Key financial data (1)

Simplified income statement (in EUR million) 2020 2019 2018

Turnover 20,710 17,485 13,717 Market data and information Revenues (excluding metal) 3,239 3,361 3,271 on GBL’s investment Adjusted EBITDA 804 753 720 Adjusted EBIT 536 509 514 Stock market data 2020 2019 2018 Adjusted net profit (group’s share) 322 312 326 Number of shares issued (in thousands) 246,400 246,400 246,400 Market capitalisation (in EUR million) 9,681 10,684 8,590 Simplified balance sheet Closing share price (in EUR/share) 39.29 43.36 34.86 (in EUR million)

Shareholders’ equity (group’s share) 2,557 2,593 2,609 GBL’s investment 2020 2019 2018 Non-controlling interests 65 67 50 Percentage of share capital (in %) 18.0 18.0 1 7.7 Net financial debt 1,414 1,443 861 Percentage of voting rights (in %) 18.0 18.0 1 7.7 Debt-equity ratio (in %) (2) 35 35 24 Market value of the investment (in EUR million) 1,74 4 1,922 1,520 Net financial debt/adjusted EBITDA (x) 1.8 1.9 1.2 Dividends collected by GBL (in EUR million) 11 34 30

Market data Representation in statutory bodies 2 2 2 (in EUR/share)

Diluted earnings 0.54 1.19 1.31 Annualized TSR (%) Dividend 0.75 (3) 0.375 0.75

(1) In order to align with the ESMA guidelines on Alternative Performance Measures (“APMs”), Umicore is 1 year 3 years 5 years renaming the reference of “recurring” in its APMs as “adjusted” (2) Computed as the ratio between the net financial debt and the sum of the net financial debt and total equity (3) Based on information disclosed until March 12, 2021 and subject to the approval of the Umicore (8.8) 1.5 1 7. 5 General Shareholders’ Meeting STOXX Europe 600 Chemicals 11.4 8.9 9.5

GBL – Annual Report 2020 61 LISTED INVESTMENTS AND PRIVATE ASSETS

Global Capital held coverage in by GBL #1 50 61.4% in Europe countries

Knowledge GBL representatives in Over in over statutory bodies 65,000 80 3 out employees languages of 5

62 GBL – Annual Report 2020 Webhelp is the European leader in the CRM – BPO space

PROFILE

Webhelp is a global business process outsourcer (BPO), specializing in customer experience, sales and marketing services and payment services. Services are delivered across all channels including voice, social media and digital channels.

GBL representatives in From 50 countries with a strong team of over 65,000 employees, statutory bodies Webhelp’s focus is on engineering performance improvements and delivering a lasting transformation in its clients’ operating models to further enhance customer experience and drive 3 out efficiency gains. of 5

GBL – Annual Report 2020 63 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020

From an operational standpoint, Webhelp quickly responded to Key financial data (1) the pandemic by progressively transferring 70% of its employees to homeworking. This enabled continuity of services and led to Simplified income statement (in EUR million) 2020 resumed growth from April onwards. Net sales Revenue reached EUR 1,637 million, up + 12.4% (on a reported 1,637 EBITA 197(2) basis) vs. last year, driven by existing clients and strong Net result (group’s share) 36(2) commercial momentum. (1) Post-IFRS 16 (2) EBITA and net result from operations only. This excludes changes in debt to minority shareholders, as well Covid-19 accelerated certain industry trends (including as other operating charges or consolidation entries recorded at a higher level of Sapiens/Webhelp’s digitalization of the global economy) which benefitted some of segment. Webhelp’s core segments. Thanks to fast business adaptation to the pandemic context and to operational discipline, EBITA grew from EUR 155 million in 2019 to EUR 197 million in 2020, an increase of 23.9%. Significant focus was also put on cash monitoring which led to free cash flow of EUR 160 million in 2020, an increase of 65% compared to free cash flow of EUR 97 million the previous year. As of December 31, 2020, the group’s net financial debt was reduced by EUR 70 million compared to prior year.

64 GBL – Annual Report 2020 GBL and Webhelp

INVESTMENT CASE

Key financial data (1) Webhelp operates in an attractive industry: - L ong-term growth in customer engagement driven by a combination of: Simplified income statement (in EUR million) 2020 (i) overall volume growth as a result of the ongoing development of e-commerce and digital services, itself accelerated throughout 2020 by the transformation of our Net sales 1,637 economy and further adoption of online shopping and remote working under the effects EBITA 197(2) Net result (group’s share) 36(2) of the Covid-19 lockdowns, and

(1) Post-IFRS 16 (ii) increased penetration of outsourcing due to technology and scale requirements as (2) EBITA and net result from operations only. This excludes changes in debt to minority shareholders, as well as other operating charges or consolidation entries recorded at a higher level of Sapiens/Webhelp’s well as the increasing complexity of the service (multichannel, etc.) segment. - H igh degree of fragmentation providing scope for further consolidation for scaled and international leaders.

Webhelp is a European leader with a comprehensive product offering and affirmed strategy: - Strong market position in Europe, with potential for further international expansion - L eadership position supported by a high-quality and well-diversified portfolio of client relationships, a strong and differentiated delivery platform and best in class capabilities and expertise (analytics, consulting, etc) - R obust management team, led by talented co-founder Olivier Duha - S olid track record with a demonstrated success story of profitable growth creating a European champion over the past 20 years - U nique entrepreneurial culture with a highly coordinated decentralized organization (structured by regions and activities) - M ultiple opportunities for further growth in a still largely fragmented market and development in existing business, as well as in new services and geographies - S hared strategic vision and ambition with the management and the co-founders.

Market data and information on GBL’s investment

GBL’s investment 2020 2019

Percentage of share capital (in %) 61.4 64.7 Percentage of voting rights (in %) 61.4 64.7 Value of the investment (in EUR million) 1,044 867 Dividends collected by GBL (in EUR million) - -

Representatives in statutory bodies 3 3

GBL – Annual Report 2020 65 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held by GBL 25 440 5.8% countries where kilotonnes of salmon Mowi is active harvested in 2020

Over 14,500 #1 employees worldwide

66 GBL – Annual Report 2020 Mowi is the world’s largest producer of Atlantic salmon

PROFILE

Mowi is one of the world’s leading seafood companies, and the world’s largest producer of Atlantic salmon. With over 14,500 people and a presence in 25 countries, Mowi fulfills one fifth of global demand for farm-raised Atlantic salmon and is constantly driven by innovation and the desire to achieve the highest standards of sustainability.

GBL – Annual Report 2020 67 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Although Covid-19 continued to impact market dynamics in the Geographic breakdown of Segment breakdown of 2020 operational revenue 2020 operational EBIT fourth quarter of 2020, a higher retail share due to seasonality (other income not included) (other not included) and the fact that the market has adapted to the pandemic made the implications of Covid-19 less severe in the fourth quarter than in the prior six months of 2020. The strength of Mowi’s 69% 50% integrated value chain during these unprecedented times was EUROPE FARMING demonstrated yet again as the Consumer Products division continued to capitalise on the shift in consumer demand from 23% foodservice to retail. The company produced more value-added 20% CONSUMER PRODUCTS AMERICAS products than ever through its downstream facilities, and the development in the US retail market continues to be particularly 18% 9% MARKETS strong. ASIA 9% Operational EBIT amounted to EUR 338 million in 2020 1% FEED (vs. EUR 721 million in 2019) and financial EBIT amounted to REST OF THE WORLD EUR 184 million (vs. EUR 617 million in 2019). While operations have been running close to normal despite Covid-19, farming spot prices have been subject to a significant downward EUR EUR pressure mainly due to the Covid-19 lockdown measures. 3,733 356 MILLION MILLION Although improved through the course of the year, blended farming costs per kg increased somewhat from 2019 on higher feed prices and a lower performing generation harvested in the first half of the year. Harvested volumes reached an all-time high of 440 kilotonnes of salmon in 2020 (vs. 436 kilotonnes in 2019). Key financial data The 2020 cost savings program has been completed with annual Simplified income statement savings of EUR 35 million. A new global cost savings program (in EUR million) 2020 2019 2018 of EUR 25 million has been initiated. Operational revenue 3,761 4,135 3,815 Net financial debt at the end of 2020 was EUR 1,458 million Operational EBIT 338 721 753 (vs. EUR 1,337 million in 2019), excluding the effects of the Operational EBITDA 505 875 906 IFRS 16 norm (EUR 1,992 million including the effects of the EBIT 184 617 925 IFRS 16 norm). Net profit (group’s share) 118 478 567

Simplified balance sheet (in EUR million)

Shareholders' equity (group’s share) 2,762 2,892 2,877 Non-controlling interests 2 0 2 Net financial debt (1) 1,458 1,337 1,037 Net financial debt/operational EBITDA (x) 2.9 1.5 1.1

Market data (per share)

Underlying earnings (in EUR) 0.43 0.99 1.11 Dividend (in NOK) 2.92 10.40 10.40

(1) Total non-current interest-bearing financial debt, minus total cash, plus current interest-bearing financial debt and plus net effect of currency derivatives on interest-bearing financial debt. Effects related to the IFRS 16 norm (leasing) are excluded.

FINANCIAL COMMUNICATION Kim Galtung Døsvig Investor Relations Officer [email protected] Tel.: +47 908 76 339 www.mowi.com

68 GBL – Annual Report 2020 GBL and Mowi

INVESTMENT CASE

The salmon farming industry is well-positioned to benefit from: - In creasing needs for proteins driven by (i) world population expected to grow to almost 10 billion by 2050 and (ii) rising middle class as a result of fast income growth in emerging countries - R esource-efficient production, positioning farmed salmon as a climate-friendly protein source in comparison to other animal proteins - S almon being favored as a protein source given increasing health awareness in developed markets - G lobal need for traceability - S hift towards increased aquaculture as the supply from wild catch is stagnating in several regions and for many important species.

As the world’s largest producer of salmon, Mowi is uniquely positioned to benefit from the industry’s growth prospects and is characterized by: - U nique know how and expertise, with demonstrated innovation capabilities - C omparatively better resilience and predictability due to its unmatched scale and diversification - B est-in-class ESG profile.

Key financial data

Simplified income statement Market data and information (in EUR million) 2020 2019 2018 on GBL’s investment

Operational revenue 3,761 4,135 3,815 Stock market data 2020 2019 2018 Operational EBIT 338 721 753 Operational EBITDA 505 875 906 Number of shares issued (in thousands) 517,111 517,111 516,040 EBIT 184 617 925 Market capitalisation (in NOK million) 98,768 118,005 94,280 Net profit (group’s share) 118 478 567 Closing share price (in NOK/share) 191 228 183

Simplified balance sheet GBL’s investment 2020 2019 2018 (in EUR million) Percentage of share capital (in %) 5.8 0.8 - Shareholders' equity (group’s share) 2,762 2,892 2,877 Percentage of voting rights (in %) 5.8 0.8 - Non-controlling interests 2 0 2 Market value of the investment (in EUR million) 552 100 - Net financial debt (1) 1,458 1,337 1,037 Dividends collected by GBL (in EUR million) 1 5 - Net financial debt/operational EBITDA (x) 2.9 1.5 1.1 Representation in statutory bodies 0 0 -

Market data (per share) Annualized TSR (%) Underlying earnings (in EUR) 0.43 0.99 1.11 Dividend (in NOK) 2.92 10.40 10.40 1 year 3 years 5 years

(1) Total non-current interest-bearing financial debt, minus total cash, plus current interest-bearing financial Mowi (20.5) 13.2 13.7 debt and plus net effect of currency derivatives on interest-bearing financial debt. Effects related to the IFRS 16 norm (leasing) are excluded. STOXX Europe 600 Food & Beverage (5.5) 4.5 4.7

GBL – Annual Report 2020 69 LISTED INVESTMENTS AND PRIVATE ASSETS

EUR Capital held 532 by GBL million 34% 8.5% EBITDA before of revenue derived restructuring from the Service measures business

GBL’s representation in Over the statutory bodies

18,000 #1 or #2 1 out employees worldwide for 2/3 of their business of 12

70 GBL – Annual Report 2020 GEA is one of the largest global suppliers of process technology to the food industry

PROFILE

GEA is a world leader in the supply of equipment and project management for a wide range of processing industries. Its technology focuses on components and production GBL’s representation in processes for various markets, particularly in the the statutory bodies Food & Beverage sectors. The company employs more 1 out than 18,000 people worldwide. of 12

GBL – Annual Report 2020 71 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Due to the pandemic, the group order intake of EUR 4,703 million Revenue split by division (excluding Revenue split by geography in 2020 was 4.6% below the 2019 level (EUR 4,931 million). consolidation adjustments) After adjusting for currency effects, the decrease was 2.2%. 23% 33% ASIA PACIFIC The group recorded shortfalls primarily in the Food and Beverage LIQUID & POWER project business. By contrast, the trend in the Pharma, Chemical, Dairy Processing and Dairy Farming customer industries was 22% 24% DACH & EASTERN positive. SEPARATION & FLOW EUROPE Revenue declined by 5.0% from EUR 4,880 million in 2019 to 19% 18% NORTH AMERICA EUR 4,635 million in 2020. Adjusted for currency effects, revenue FOOD & HEALTHCARE in 2020 was down 2.6% year on year. The expectation of a slight 13% 17% REFRIGERATION WESTERN EUROPE, decline in revenue (at constant exchange rates) for the fiscal year MIDDLE EAST & AFRICA was thus confirmed. Revenue was down in nearly all customer 13% industries except Beverage and Chemical, which generated 12% NORTH & FARM revenue growth. The Service business also showed slight growth CENTRAL EUROPE with an upswing of 1.9%, adjusted for currency effects. Revenue 7% share went up in 2020 from 32.3% in the previous year to 33.6%. LATIN AMERICA At EUR 532 million, EBITDA before restructuring measures

was roughly 11% higher in 2020 than in the previous year EUR EUR (EUR 479 million), despite lower revenue. The EBITDA margin 4,635 4,635 of 11.5% was nearly 170 bps higher than in the previous year. MILLION MILLION The group initially forecasted EBITDA before restructuring measures of between EUR 430 million and EUR 480 million for the fiscal year. This expectation was increased in July and again in Key financial data November, ultimately to more than EUR 500 million. The group also met this guidance with EUR 542 million, adjusted for Simplified income statement currency effects. (in EUR million) 2020 2019 2018

Net liquidity was EUR 402 million as of December 31, 2020, Order intake 4,703 4,931 4,918 compared to EUR 28 million at the end of the previous year. Revenue 4,635 4,880 4,828 Alongside the improved operating performance, this substantial EBITDA before restructuring measures 532 479 539(1) increase in liquidity resulted from a sharp reduction in net EBIT before restructuring measures 331 271 309(1) working capital by EUR 266 million. The net working capital to Consolidated result 97 (171)(2) 113 revenue ratio was nearly halved in 2020 to 7.9% (vs. 14.0% in previous year). Simplified balance sheet (in EUR million) Cash flow from operating activities amounted to EUR 718 million in 2020, once again significantly exceeding the 2019 figure Shareholders’ equity (group’s share) 1,921 2,090 2,449 (EUR 483 million). Key factors here were the higher EBITDA and Non-controlling interests 0 0 1 above all the reduction in net working capital already mentioned. Net liquidity/(net financial debt) 402 28 (72)

Market data (in EUR/share)

Earnings 0.54 (0.95)(2) 0.63 Dividend 0.85(3) 0.85 0.85

(1) Pro forma figures for 2018 including IFRS 16 effects from 2019 (2) First half of 2019 includes interest income of EUR 32.7 million due to adjustment of the interest calculation method used to measure provisions for long-term liabilities (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting

FINANCIAL COMMUNICATION Thomas Rosenke and Tel.: +49 211 9136 1081 Stephanie Witting, [email protected] Investor Relations www.gea.com

72 GBL – Annual Report 2020 GBL and GEA

INVESTMENT CASE

The industry combines favorable long-term trends, consolidation opportunities and high barriers to entry: - F ood & Beverage end-markets driven by urbanization with growing middle class - In creasing focus on food safety and quality - Gr eater interest in energy efficient automation.

In this sector, GEA is a global leader that offers upside potential: - G lobal leader with #1 or #2 positions in most of its markets - U nique technology, know-how and innovation power - N ew management team focusing on accelerating medium term organic growth and improving profitability - S olid cash generation and balance sheet profile - G ood positioning to seize consolidation opportunities.

Key financial data

Simplified income statement (in EUR million) 2020 2019 2018 Market data and information

Order intake 4,703 4,931 4,918 on GBL’s investment Revenue 4,635 4,880 4,828 EBITDA before restructuring measures 532 479 539(1) Stock market data 2020 2019 2018 (1) EBIT before restructuring measures 331 271 309 Number of shares issued (in thousands) 180,492 180,492 180,492 (2) Consolidated result 97 (171) 113 Market capitalisation (in EUR million) 5,285 5,321 4,061 Closing share price (in EUR/share) 29.28 29.48 22.50 Simplified balance sheet (in EUR million) GBL’s investment 2020 2019 2018

Shareholders’ equity (group’s share) 1,921 2,090 2,449 Percentage of share capital (in %) 8.5 8.5 8.5 Non-controlling interests 0 0 1 Percentage of voting rights (in %) 8.5 8.5 8.5 Net liquidity/(net financial debt) 402 28 (72) Market value of the investment (in EUR million) 450 453 346 Dividends collected by GBL (in EUR million) 13 13 10 Market data (in EUR/share) Representation in statutory bodies 1 1 1

Earnings 0.54 (0.95)(2) 0.63 Dividend 0.85(3) 0.85 0.85 Annualized TSR (%) (1) Pro forma figures for 2018 including IFRS 16 effects from 2019 (2) First half of 2019 includes interest income of EUR 32.7 million due to adjustment of the interest calculation method used to measure provisions for long-term liabilities 1 year 3 years 5 years (3) Based on information disclosed until March 12, 2021 and subject to the approval of the General Shareholders’ Meeting GEA 2.9 (7.0) (2.2) STOXX Europe Industrial Engineering 14.0 8.3 14.0

GBL – Annual Report 2020 73 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held More than by GBL 30 9 19.98% brands R&D centers

GBL’s representation in About the statutory bodies 10,000 19 2 out employees manufacturing sites of 7

74 GBL – Annual Report 2020 Ontex is a leading international personal hygiene solutions provider

PROFILE

Ontex is a growing international group specialised in hygienic products for baby, adult and feminine care. Ontex products are distributed in more than 110 countries under the company’s own brands and retailer brands. The main sales channels are retail trade, medical institutions and pharmacies. GBL’s representation in the statutory bodies 2 out of 7

GBL – Annual Report 2020 75 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 IN FIGURES

Revenue was down by 3.1% on a like-for-like basis for the Breakdown of 2020 reported Breakdown of 2020 reported full year 2020, and down by 8.5% on a reported basis to revenue per category revenue per division EUR 2,087 million. This includes a EUR 130 million unfavorable currency effect from the major depreciation of several key 56% 42% functional currencies against the Euro, notably the Mexican Peso, BABYCARE EUROPE Brazilian Real and Turkish Lira. The decrease in like-for-like revenue mainly reflects lower demand for personal hygiene products in tracked retail channels from the second quarter 33% 37% ADULT INCONTINENCE AMERICAS, MIDDLE EAST, onwards as well as contract losses in Europe, partly offset by AFRICA AND ASIA a resilient performance in Healthcare and growth in Brazil, Turkey and the US. 10% FEMCARE 21% Adjusted EBITDA amounted to EUR 236 million in 2020 and was HEALTHCARE down by 3.9% compared with prior year. Adjusted EBITDA margin was up by 55 bps to 11.3%. At constant currencies, adjusted 2% EBITDA stood at EUR 310 million (up by 26.4%) as strong OTHER procurement savings and lower raw material indices outweighed the impact of lower sales and operating leverage, inflation on costs EUR EUR and Covid-19 related costs for EUR 14 million. The full year 2,087 2,087 currency impact was unfavorable by EUR 74 million. MILLION MILLION Free cash flow stood at EUR 60 million, down by EUR 50 million compared with 2019, on lower cash generation from recurring trade activities and higher outflows related to non-recurring items. Capital expenditure net of disposals was EUR 105 million. Key financial data Net financial debt stood at EUR 848 million as of December 31, 2020, a reduction of EUR 14 million vs. Simplified income statement December 31, 2019. Leverage remained under control at 3.6x as (in EUR million) 2020 2019 2018 of December 31, 2020, and the group remained in full compliance Reported revenue 2,087 2,281 2,292 with its bank debt leverage covenant as of December 31, 2020. Adjusted EBITDA 236 245 264 Net financial debt excluding IFRS 16 (Lease liabilities) was Adjusted profit/(loss) 82 86 108 EUR 715 million at year-end 2020. Profit/(loss) 54 37 95 The group generated EUR 66 million of gross gains in relation to the “Transform to Grow” plan in adjusted EBITDA at constant Simplified balance sheet (in EUR million) currencies in 2020. Shareholders’ equity (group’s share) 1,098 1,198 1,184 Non-controlling interests 0 0 0 Net financial debt 848 861 908 Net financial debt/adjusted EBITDA (x) 3.6 3.5 3.4

Market data (in EUR/share)

Adjusted EPS 1.01 1.07 1.33 Dividend n.d.(1) - 0.41

(1) As of March 12, 2021, no information regarding the FY20 dividend was disclosed. The Board of Directors of Ontex will decide on their proposal for the payment of a dividend related to 2020 ahead of the General Shareholders’ Meeting.

FINANCIAL COMMUNICATION Philip Ludwig, Tel.: +32 53 333 730 Head of Investor Relations [email protected] and Financial Communication www.ontexglobal.com

76 GBL – Annual Report 2020 GBL and Ontex

INVESTMENT CASE

The growth of the industry is expected to be supported by: - R esilience of the business (hygiene basics) - M arket share gains of retailer brands in Europe - A geing population in mature countries, benefitting Adult Incontinence - Gr owth in population and product adoption rates for hygiene products in emerging countries.

Ontex is re-positioning its offering to benefit from these trends thanks to: - In creases in share of retail brands (mainly in Europe) and its own brands - P remiumization of its products through innovation - Gr eater exposure to growing products & categories (including adult incontinence, baby pants and digital) - O pportunity to enter new geographies (including North America).

The group has potential to increase its margin, through efficiencies and savings programs. Despite other ongoing priorities, Ontex remains well positioned to consolidate a fragmented industry.

Key financial data

Simplified income statement (in EUR million) 2020 2019 2018 Market data and information

Reported revenue 2,087 2,281 2,292 on GBL’s investment Adjusted EBITDA 236 245 264 Adjusted profit/(loss) 82 86 108 Stock market data 2020 2019 2018 Profit/(loss) 54 37 95 Number of shares issued (in thousands) 82,347 82,347 82,347 Market capitalisation (in EUR million) 906 1,544 1,474 Simplified balance sheet Closing share price (in EUR/share) 11.00 18.75 17.90 (in EUR million)

Shareholders’ equity (group’s share) 1,098 1,198 1,184 GBL’s investment 2020 2019 2018 Non-controlling interests 0 0 0 Percentage of share capital (in %) 19.98 19.98 19.98 Net financial debt 848 861 908 Percentage of voting rights (in %) 19.98 19.98 19.98 Net financial debt/adjusted EBITDA (x) 3.6 3.5 3.4 Market value of the investment (in EUR million) 181 309 295 Dividends collected by GBL (in EUR million) - 7 10 Market data (in EUR/share) Representation in statutory bodies 2 2 1

Adjusted EPS 1.01 1.07 1.33 Dividend n.d.(1) - 0.41 Annualized TSR (%) (1) As of March 12, 2021, no information regarding the FY20 dividend was disclosed. The Board of Directors of Ontex will decide on their proposal for the payment of a dividend related to 2020 ahead of the General Shareholders’ Meeting. 1 year 3 years 5 years

Ontex (41.2) (25.0) (18.2) STOXX Europe 600 Personal & Household Goods 6.2 6.6 7.4

GBL – Annual Report 2020 77 LISTED INVESTMENTS AND PRIVATE ASSETS

Capital held Over by GBL 60 #2 23.0% parks worldwide European operator of theme parks

GBL representatives in Over Over statutory bodies 50 10 1 out countries where Parques Reunidos years is active of 9 of experience

78 GBL – Annual Report 2020 Parques Reunidos is a leading operator of leisure parks with a global presence

PROFILE

Since its inception in 1967 as a small-sized Spanish operator, Parques Reunidos has become one of the leading operators of leisure parks in Europe and the US, through organic growth and multiple acquisitions, including Bobbejaanland (Belgium, 2004), Mirabilandia (Italy, 2006), Warner (Spain, 2007), Palace GBL representatives in Entertainment (US, 2007) and Tropical Islands (Germany, 2018). statutory bodies The company operates amusement, animal and water parks with a portfolio of regional and local parks, which have 1 out strong local brands. of 9

GBL – Annual Report 2020 79 LISTED INVESTMENTS AND PRIVATE ASSETS

PERFORMANCE IN 2020 Key financial data (1)

Simplified income statement Parques Reunidos was significantly affected by the Covid-19 crisis. (in EUR million) 09/30/2019 09/30/2018 The group suspended operations of most of its parks throughout Revenue 596 514 March 2020, due to the spread of the pandemic and related local Recurring EBITDA 201 179 government lockdowns and guidelines. All parks have Recurring EBIT 118 118 consequently been closed from mid-March to June 2020, which is Operating profit (33) 85 part of the peak season for the group. Net income (group’s share) (73) 43 Operations have been resumed across a large number of parks on a gradual basis as from the end of the second quarter 2020 and Simplified balance sheet (in EUR million) during the summer season, with the group enforcing strict hygiene conditions and safety measures. Shareholders' equity (group’s share) 968 1,055 Non-controlling interests 1 1 In response to this unprecedented crisis, Parques Reunidos took Net financial debt (2) 865 584 important actions on costs and capital expenditures in order to Debt-equity ratio (in %) 89 55 protect the group’s liquidity position. (1) Data (i) related to the first 9 months of the year for 2018 and 2019 and (ii) not disclosed for 2020 (2) Defined as long-term and short-term borrowings with credit institutions less cash and other cash In addition, it raised additional funding, including through an equivalents extension of its current debt facility, thereby ensuring that the group would have sufficient liquidity under an extreme downside scenario over the course of 2020. The group’s gradual performance recovery will depend on the pace and shape of the normalization of the sanitary situation. Parques Reunidos also strengthened its management team with the appointment of a new CEO, Pascal Ferracci (former CEO of Center Parcs Europe), and a new CFO, Enrique Weickert Molina (former CFO of DIA), who are leading the design and execution of the new strategic roadmap focused on improving the customer experience and the organization’s efficiency.

80 GBL – Annual Report 2020 GBL and Parques Reunidos

Key financial data (1) INVESTMENT CASE

Simplified income statement (in EUR million) 09/30/2019 09/30/2018 The local and regional leisure park market benefits from structural factors, including:

Revenue 596 514 - A ppeal of experience Recurring EBITDA 201 179 -  “Staycation”(1) effect providing resilience during downturn Recurring EBIT 118 118 - H igh industry fragmentation with build-up potential Operating profit (33) 85 Net income (group’s share) (73) 43 Parques Reunidos is uniquely positioned: - L arge and well-diversified portfolio of parks in multiple countries with Simplified balance sheet (in EUR million) well-known local brands - M ultiple avenues of organic and external growth, and operational improvements Shareholders' equity (group’s share) 968 1,055 Non-controlling interests 1 1 - S trong M&A track record with the ability to transfer best practices Net financial debt (2) 865 584 to newly-acquired parks Debt-equity ratio (in %) 89 55

(1) Data (i) related to the first 9 months of the year for 2018 and 2019 and (ii) not disclosed for 2020 (1) Vacation where one returns home each night (2) Defined as long-term and short-term borrowings with credit institutions less cash and other cash equivalents

Market data and information on GBL’s investment

Stock market data 2020 2019 2018

Number of shares issued (in thousands) n.a. n.a. 80,742 Market capitalisation (in EUR million) n.a. n.a. 872 Closing share price (in EUR/share) n.a. n.a. 10.80

1 year 3 years 5 years

Percentage of share capital (in %) 23.0 23.0 21.2 Percentage of voting rights (in %) 23.0 23.0 21.2 Value of the investment (in EUR million) 106 235 185 Dividends collected by GBL (in EUR million) - 4 4

Representatives in statutory bodies 1 1 2

GBL – Annual Report 2020 81 In December 2020, GBL signed a definitive agreement to acquire a majority stake in Canyon, a leading and fast-growing German direct-to-consumer (DTC) manufacturer of premium bicycles.

Renowned for their performance, Canyon bikes are famous for enabling Richard Antonio Carapaz Montenegro to win the prestigious Giro d’Italia in 2019 and Mathieu van der Poel to win the past three Cyclocross World Championships.

The investment case for Canyon was clear. Fundamentally a great business backed by a great team, its strategic positioning in a growth sector aligns with our strategy of investing notably in companies that deliver growth whilst contributing to global mobility at a time of unprecedented environmental challenges.

CANYON IS A GREAT BUSINESS WITH EXCELLENT FUNDAMENTALS

- One of Europe’s biggest and best bicycle brands. Its early adoption of a DTC business model, combined with the company’s industry-leading German design and engineering capabilities, have made Canyon the largest DTC player worldwide. - Massive sales growth and significant upside. Sales have grown at an average annualized rate of 25% over the past three years, largely driven by increasing brand awareness and progressive consumer acceptance of e-commerce. Over the past three years, the company has doubled its annual sales to over €400m. Revenue will be further boosted by Canyon’s entry into the US market, further European expansion and the extension of its product range to meet the growing demand for e-bikes. - A strong leadership and investment team. Its founder, Roman Arnold, will remain as a significant shareholder and Chairman of the Advisory Board with representatives from GBL including Jean-Pierre Millet and Tony Fadell. Jean-Pierre has an extensive track record in private equity, having been head of Carlyle Europe for 15 years prior to founding PrimeStone Capital. Tony is best known as one of the creators of the iPod, the founder of Nest and the Principal at Future Shape; Tony brings his product expertise as well as his passion for cycling to Canyon and will co-invest alongside GBL, as will Jean-Pierre.

CANYON IS PERFECTLY POSITIONED TO BENEFIT FROM STRUCTURAL TRENDS ACCELERATED BY THE PANDEMIC

- Cycling is part of a surging trend in urban micromobility that has seen it become the preferred mode of transport and the hobby of choice for millions of people. - Countries are boosting their cycling infrastructure to reduce urban emissions, tackle climate change and support citizen wellbeing. - The pandemic and global lockdowns mean that consumers are now more comfortable buying premium purchases online.

82 GBL – Annual Report 2020 THE ACQUISITION IS ALIGNED WITH GBL’S STRATEGY TO INVEST IN GROWTH INDUSTRIES ALIGNED WITH SUSTAINABILITY AND PARTNERING WITH FOUNDERS AND MANAGEMENT TEAMS

- Canyon is a dynamic business that perfectly aligns with GBL’s strategic focus on health and wellness, sustainable mobility and digitalization. - The acquisition will contribute to GBL’s mission of delivering meaningful growth by investing in sustainable and innovative companies that embody our enduring values of character, constancy and humanity. - GBL will in turn contribute to Canyon by providing long-term, engaged and responsible ownership.

We are excited by this investment and look forward to welcoming Canyon into the GBL family subject to receiving regulatory approval in Q1 of 2021.

GBL – Annual Report 2020 83 SIENNA CAPITAL, THE ASSET MANAGEMENT PLATFORM OF GBL, CONTINUED TO EXPAND BY PARTNERING WITH NEW FUND MANAGERS AND SEIZING ATTRACTIVE CO-INVESTMENT OPPORTUNITIES, ITS 2 HISTORICAL PILLARS.

IN 2020, SIENNA CAPITAL SET THE FOUNDATIONS OF AN ADDITIONAL PILLAR: RAISING AND SERVICING FUNDS ATTRACTING THIRD-PARTY CAPITAL ACROSS MULTIPLE STRATEGIES.

84 GBL – Annual Report 2020 GBL – Annual Report 2020 85 86 GBL – Annual Report 2020 otoi 7 7 2 %8 %3 %2 %1%3 %6 %0% 0% 6% 0% 3% (3) erence between invested thecapital 18% for anamountofEUR417 millionandtheinvestments inSiennaCapital as mentionedintheeconomicpresentation ofthefinancial position (2) 2020 (1) 0% 2020 portfolio) 2019-20 2% Capital’s (Sienna 2020 Stakevalue 2% 2019 proceeds Realized 2018 3% commitment Remaining 2019 4% Capital invested Commitment 2020 8% As ofDecember31, 2020 2014 in EURmillion 8% 2017 Distribution 2015 12% Capital invested 2015 commitment 17% New 2013 In 2020 17% 2002 in EURmillion 2019 portfolio 2005 Capital's Share inSienna investment Year ofinitial

 Wella (EUR 25million), Palex (EUR5million)andTelenco (EUR 5million). Commitments fr Diff for anamountofEUR 426 millioncorresponding to thefinancing needsoftheSienna entity Capital Diff erence between SiennaCapital’s stake value ofEUR2,522 millionanditsnetassetvalue ofEUR2,521 millionprimarily corresponding to SiennaCapital’s cashposition

Sienna Capital Services. Services. Capital Sienna through activities support of first-class by roll-out the accelerated further be will platform development The of the credit. private and equity private estate, real as classes asset such include could Verticals teams. specialist by in-house managed “verticals” various across capital third-party raising funds branded out Capital Sienna build to started Capital Sienna 2020, In and first-in-class external managers. platform Capital on Sienna the managers with co-investments and investments direct of opportunistic portfolio global attractive an built has Capital Sienna addition, In practices. best and governance on sound advice providing by well as as opportunities investment source and talents attract by fundraise, to helping value It adds it selects. managers the with involved and partner active an is Capital Sienna funds. hedge and technology healthcare, capital, venture and growth equity, private of expertise: area their in performance astrong delivering managers external with investors other or alongside investor aseed as partnered 2013, it in has it created was Since returns. risk-adjusted superior generating and diversification at providing aims which platform management asset an is Capital Sienna om otherdirect/co-investments opseo LongTerm include:Ergon Value Fund(EUR45million), Pollen (EUR30million), Ceva Santé Animale(EUR25million), Elsan(EUR25million), 10 external fundmanagers First pillar 433 418 306 190 198 111 69 60 60 69 111 198 190 306 418 433 863 863 782 782 749 749 113 113 (4) 77 77 - 175 175 175 (0) 25 25 25 199 199 25 0 -

388 388 584 323 323 (37) 196 196 87 87 268 268 301 301 (59) 181 181 32 32 31 31 - - - - - 150 150 150 (0) 1 - - - - 103 103 103 (12) 21 21 8 20 11 11 20 55 55 75 75 (6) 19 19 6 (12) 64 64 22 22 75 75 3 40 40 92 92 42 42 52 52 40 40 92 92 - - - 36 36 46 46 9 6 9 ------10 direct/co-investments Second pillar 250 250 250 450 450 - 8 - - - - 93 93 99 73 73 4 - -

100 100 100 100 100 106 250 250 106 100 - - - - 160 160 153 153 106 106 161 161 8

- Other direct/ co-investments (3) 2 new strategy verticals 250 250 250 250 (0) (0) 0 0 -

Opportunity Fund 6 6 6 6 6 - - - TOTAL 2,504 2,504 2,522 3,328 3,328 1,335 100% (130) (130) 826 826 777 777 417 (2) (1) 2020 PERFORMANCE

2020 has been an active year for Sienna Capital with new external and divestments EUR 130 million, primarily from Sagard and commitments totalling EUR 527 million. This came in addition to a Kartesia, bringing the value creation to EUR 456 million. EUR 250 million commitment to Sienna Capital Opportunity Fund, In 2020, Sienna Capital’s contribution to GBL’s cash earnings the first Sienna branded fund. Invested capital was EUR 417 million amounted to EUR 58 million.

Breakdown of Sienna Capital’s portfolio 2% C2 Capital Partners

2% Mérieux Equity Partners

3% CEPSA 3% Backed 4% BDT Capital Partners 18% Upfield

6% Other direct/co-investments

EUR 8% PrimeStone 2,522 million 17% Ergon Capital Partners

8% Kartesia

12% Sagard 17% Marcho Partners

KEY HIGHLIGHTS

DEPLOYMENT OF ERGON CAPITAL PARTNERS IV PERFORMANCE OF 146% AND AUM IN EXCESS (“ECP IV”) AND SALE OF KEESING BY ECP III OF USD 1 BILLION WITH THE LAUNCH OF A LONG-ONLY FUND ECP IV is almost fully invested, with 5 acquisitions in 2020: - In 2020, the Marcho Partners first fund, anchored by Sienna Capital in 2019, delivered a performance of - Palex, Spain’s largest distributor of high value-added + 146% MedTech equipment and solutions - Sienna Capital anchored the launch of a long-only - CompaNanny, a childcare company providing a full range fund with an additional investment of EUR 25 million, of premium family focused services primarily in the this fund was launched in July and finished the year at Netherlands + 46% - Sofico, a leading provider of software solutions for global - Marcho Partners AUM exceeded USD 1 billion as of automotive leasing and fleet management companies December 31, 2020 - Telenco, a leading French manufacturer and distributor of passive telecom equipment for the fiber network - Millbo and BioNaturals, both being functional natural food ingredients suppliers to the bread and bakery industry In 2020, ECP III reached an agreement to sell Keesing, a leading European braintainment company, a transaction closed in January 2021.

GBL – Annual Report 2020 87 KEY HIGHLIGHTS (CONT’D)

SUCCESSFUL LAUNCH OF SAGARD 4 AND LAUNCH OF THE SIENNA CAPITAL SAGARD NEWGEN, SALE OF CEVA BY SAGARD II OPPORTUNITY FUND - Sagard II finalized the sale of Ceva, a leading - The fund is the first Sienna Capital branded fund. independent animal health company that develops, It has a seed commitment of EUR 250 million manufactures and distributes pharmaceutical products - The fund has an opportunistic investment and vaccines strategy, geared towards direct and - Sagard reinvested in Ceva through Sagard 3, Sagard 4 co-investments and Sagard Santé Animale - Sienna Capital closed a EUR 149 million commitment in Sagard 4, the successor fund to Sagard 3 - Sienna Capital committed EUR 50 million to Sagard NewGen, a fund investing in smaller companies active in healthcare and well-being, information technologies and ecological transition IPO OF AVANTI ACQUISITION CORP (“AVANTI”) FOR USD 600 MILLION - Avanti is a blank check company formed jointly by Sienna Capital and NNS Group - Avanti raised USD 600 million from a high-quality base of investors at its IPO on the NYSE

COMMITMENT OF USD 110 MILLION IN C2 CAPITAL - The company plans to leverage its founder’s GLOBAL EXPORT-TO-CHINA WITH ANCHOR European sourcing channels and relationships to INVESTMENT BY THE ALIBABA GROUP combine with a European company with a strong US nexus and international reach - The fund invests mainly in companies focused on the production of consumer goods with a high export demand potential to China

EUR 100 MILLION INVESTMENT IN GLOBALITY INC., THE WORLD’S FIRST SMART SOURCING PLATFORM POWERED BY AI - Sienna Capital signed its investment in December as part of a Series E funding alongside the SoftBank Vision Fund - Globality aims to become the industry-leading AI-powered platform and marketplace transforming global trade in B2B services - The investment closed in January 2021

88 GBL – Annual Report 2020 EXTERNAL MANAGERS

PROFILE PROFILE PROFILE Created in 2005, Ergon Capital Partners Marcho Partners is a technology focused Created in 2002 on the initiative of (“ECP”) is a private equity fund operating investment firm that targets companies Power Corporation of Canada, Sagard in the mid-market segment. It makes equity outside the US and China. Launched in 2019, invests in companies valued at more than investments from EUR 25 million up to by a Silicon Valley entrepreneur with almost EUR 100 million that are leaders in their EUR 75 million in leading companies 20 years of investing experience, the first markets, primarily in French-speaking with a sustainable competitive position fund takes both long and short positions on European countries. in attractive niche markets located in the public technology equities over 2- to 5-year Sagard enables entrepreneurs to sustainably Benelux, Italy, Iberia, France, Germany time horizons. Marcho Partners believes that expand into new geographies or new markets. and Switzerland. technology companies in the “Rest of World” (non-US / non-China) has the potential to be SIENNA CAPITAL & SAGARD SIENNA CAPITAL & ERGON the fastest growing part of the global public GBL agreed to invest in the first Sagard fund ECP I was founded in 2005 with equity market over the next decade. (Sagard I) for an amount of EUR 50 million. shareholders consisting of GBL and During the financial year 2006, GBL Parcom Capital, a former subsidiary of SIENNA CAPITAL & committed an amount of EUR 150 million in ING, and with EUR 150 million in assets MARCHO PARTNERS the fund’s successor, Sagard II, reduced in under management. In 2007, these same As part of a long-term agreement, 2014 to EUR 113 million. shareholders backed a second fund, ECP II, Sienna Capital committed EUR 150 million in the amount of EUR 275 million. GBL in a long-short fund in July 2019. In 2020, In 2013, Sienna Capital participated also supported a third fund of initially Sienna Capital committed a further in the launch of Sagard 3 by committing EUR 350 million, which was later EUR 25 million in a long-only fund EUR 218 million. successfully increased to EUR 500 million. launched by Marcho Partners. In 2020, Sienna Capital committed Ergon closed its fourth fund, ECP IV, In exchange for its support of EUR 200 million to support the launch of at EUR 581 million with a diverse and Marcho Partners, Sienna Capital benefits Sagard 4 (mid-cap strategy) and Sagard high-quality LP base, of which Sienna from certain favorable financial terms. NewGen (small-cap strategy dedicated to Capital is EUR 200 million. healthcare and well-being, information technologies and ecological transition). Sienna Capital receives certain preferential VALUATION Investments which are quoted, listed or Furthermore, Sienna Capital invested financial terms in relation to its support of traded on or under the rules of a recognised EUR 25 million in Sagard Santé Animale, a ECP IV. market are valued at the closing price. Sagard 4 coinvestment vehicle in Ceva. VALUATION Sienna Capital receives certain preferential The investments are valued based on the FINANCIAL YEAR 2020 financial terms in relation to its support of Marcho Partners actively raised capital for its International Private Equity and Venture Sagard funds. two funds, reaching global AUM exceeding Capital Valuation (IPEV) Guidelines. USD 1 billion as of December 31, 2020. VALUATION FINANCIAL YEAR 2020 Both funds were deployed according to their The investments are valued based on the In 2020, ECP IV called EUR 205 million of investment strategy and reported significant International Private Equity and Venture capital to fund its investments in Dolciaria positive performance for the year. Capital Valuation (IPEV) Guidelines. Acquaviva, Palex, CompaNanny, Sofico and Telenco. FINANCIAL YEAR 2020 In 2020, Sagard 2 disposed of its stake in Ceva In 2020, ECP III signed the disposal of while Sagard 3, Sagard 4 and Sagard Santé Keesing, a transaction closed in January Animale reinvested in the company alongside 2021. its management and several selected investors. Furthermore, Sagard 3 announced it has entered into exclusive negotiations to dispose of Ipackchem, a transaction expected to be finalized in the first quarter of 2021. Sagard NewGen started to deploy capital with a first investment in Laboratoires Delbert.

JOHN MANSVELT BARBARA TURNER MARIANE LE BOURDIEC CHIEF FINANCIAL OFFICER CEO MANAGING DIRECTOR TEL.: +32 2 213 60 90 [email protected] TEL.: +33 1 53 83 30 00 WWW.ERGONCAPITAL.COM WWW.MARCHOPARTNERS.COM WWW.SAGARD.COM

GBL – Annual Report 2020 89 EXTERNAL MANAGERS (CONT’D)

PROFILE PROFILE PROFILE Kartesia offers liquidity and credit PrimeStone was established in 2014 by three BDT Capital Partners provides family- and solutions to mid-sized European former partners from The Carlyle Group, founder-led businesses with long-term, companies, while providing a higher stable specialising in buy-outs, and who have worked differentiated capital. The firm has raised return to its investors. More generally, and invested together across Europe for more over USD 18 billion across its investment Kartesia wishes to facilitate the than 20 years. PrimeStone has a strategy of funds and has created and manages more participation of institutional investors and constructive and active management in than USD 6 billion of co-investments from major individual investors in the European mid-sized, listed, European companies that its global limited partner investor base. LBO debt market, by offering them have significant value creation potential The firm’s affiliate, BDT & Company, exposure to highly rated, resilient and through strategic, operational or financial is a merchant bank that works with diversified credit through primary, improvement. PrimeStone creates value by family- and founder-led businesses to secondary or rescue financing operations taking a long-term perspective, adopting an help them achieve their strategic and carried out with duly selected mid-sized active approach and having a significant financial objectives. companies. influence over its underlying investments through a constructive dialogue with boards BDT & Company provides solutions-based Kartesia had its final closing for its third and management teams. advice and access to a world-class network and fourth funds. of business owners and leaders. SIENNA CAPITAL & PRIMESTONE Founded in 2009 by Byron Trott, BDT SIENNA CAPITAL & KARTESIA As part of a long-term agreement, KCO III closed at EUR 507.5 million while serves as a trusted advisor to closely held Sienna Capital invested EUR 150 million in KCO IV closed at EUR 870.2 million. companies and owners with world-class February 2015. In exchange for its support of Sienna Capital committed EUR 150 million capabilities across a variety of areas, PrimeStone, Sienna Capital benefits from to each of these funds. including M&A, capital structure certain favorable financial terms. optimization, strategic and financial Since Sienna Capital’s first investment, the planning, family office, philanthropy and team has raised over EUR 3.4 billion. VALUATION social impact, and next generation Investments which are quoted, listed or In exchange for providing Day 1 capital transition and development. traded on or under the rules of a recognised to support the launch of Kartesia, market are valued at the closing price. The firm has offices in Chicago, New York, Sienna Capital receives certain preferred Los Angeles, London and Frankfurt. economics. FINANCIAL YEAR 2020 The performance during the year was volatile SIENNA CAPITAL & BDT CAPITAL VALUATION and ended flat after a strong performance PARTNERS Assets are valued by an external expert recorded in the fourth quarter. The fund has In 2015, Sienna Capital committed with an internal valuation committee two new disclosed positions, St. James’s Place USD 108 million to BDT Capital Partners reviewing and approving the valuation to and LivaNova. Fund II (“BDTCP II”). ensure the most appropriate fair market value is reflected for each investment. VALUATION Investments shall be valued in a manner FINANCIAL YEAR 2020 consistent with U.S. generally accepted Kartesia distributed EUR 59 million to accounting principles, considering the Fair Sienna Capital, thereof EUR 34 million Value and Disclosure Topic of ASC 820, Fair from KCO III and EUR 25 million from Value Measurement. KCO IV, and called capital from Sienna Capital for investments FINANCIAL YEAR 2020 of KCO IV of EUR 31 million. BDTCP II is fully called after acquiring stakes in Acrisure, Charlotte Tilbury, and National Resilience and making an add-on investment into Cognita. In addition, BDTCP II distributed proceeds from the partial redemption of its Acorn preferred securities.

FRANTZ PAULUS MARTIN DONNELLY CHAD FEINGOLD HEAD OF INVESTOR RELATIONS CHIEF OPERATING OFFICER DIRECTOR OF COMMUNICATION TEL.: +32 2 588 73 39 TEL.: +44 20 7072 3150 TEL.: +1 312 660 7314 WWW.KARTESIA.COM WWW.PRIMESTONECAPITAL.COM

90 GBL – Annual Report 2020 PROFILE PROFILE PROFILE Backed LLP is a technology-focused Mérieux Equity Partners is an AIFM Carlyle International Energy Partners II venture capital fund manager based management company owned by (“CIEP II”) is part of Carlyle’s Natural in London. Merieux Développement, an affiliate of Resources group, which has approximately Institut Merieux, and by the management USD 21 billion assets under management The investment team of millennials focuses team and it is dedicated to venture capital and 14 active natural resources funds on backing a new generation of European and growth / buy- out equity investments across the globe. CIEP II is headed by entrepreneurs. They have developed a within the healthcare and nutrition sectors. Marcel Van Poecke, a distinguished and human-centric founder support model, The companies in its portfolio benefit from successful energy entrepreneur and providing teams with leadership training. privileged access to the industrial, investor, and has 16 dedicated investment Backed LLP currently manages three commercial and scientific networks of professionals with 200+ years of combined funds, with Backed 1 LP and Backed 2 LP Institut Mérieux’s subsidiaries in France experience. The primary aim of the fund is initially investing in seed stage deals whilst and worldwide in compliance with the to invest in energy assets outside of North Backed Encore 1 LP invests in later stage regulatory authorities. Institut Merieux is America (USA, Mexico and Canada) at follow-on rounds of more established an established industrial holding with attractive entry multiples. companies already invested in via global network in the healthcare and Backed 1 LP and/or Backed 2 LP. nutrition sectors, it employs 20,000 people SIENNA CAPITAL & CARLYLE worldwide and generated revenues INTERNATIONAL ENERGY SIENNA CAPITAL & BACKED representing in excess of EUR 3.2 billion PARTNERS II As part of a long-term agreement, in 2019. In 2019 Sienna Capital committed Sienna Capital committed USD 55 million into CIEP II alongside its (i) EUR 25 million in September 2017 into SIENNA CAPITAL & MÉRIEUX investment in CEPSA. Backed 1 LP; and in 2019 (ii) EUR 25 million EQUITY PARTNERS into Backed 2 LP and (iii) EUR 25 million In 2014, Sienna Capital committed an VALUATION into Backed Encore 1 LP. amount of EUR 75 million dedicated to the Investments which are quoted, listed two funds managed by Mérieux Equity or traded on or under the rules of a As a cornerstone investor in those funds, Partners, Mérieux Participations and recognised market are valued at the closing Sienna Capital was able to negotiate Mérieux Participations 2. price. The Fair Market Value of any favorable terms. non-marketable Investments shall be Sienna Capital benefits from certain calculated not less frequently than VALUATION favorable financial terms for its support of annually and shall initially be determined The valuation of the investments is Mérieux Participations and Mérieux by the AIFM in good faith in accordance primarily based on the latest cost of Participations 2. w ith GA A P. investment in the portfolio companies or the latest round of investment, whichever VALUATION is more recent. The investments are valued based on the FINANCIAL YEAR 2020 CIEP II completed its fundraising and International Private Equity and Venture have accepted total commitments of FINANCIAL YEAR 2020 Capital Valuation (IPEV) Guidelines. USD 2.3 billion as of December 31, 2020. Backed 1 LP had its first successful exit, Hutch, at a 15x multiple. Backed LLP FINANCIAL YEAR 2020 In 2020, the fund has invested in SierraCol actively deploys Backed 2 LP, its second In 2020, Mérieux Participations 2 called Energy, its second investment after CEPSA. fund following the same strategy as capital totaling EUR 4 million for follow-on Backed 1 LP, and Backed Encore 1 LP, which investments. Furthermore, the fund exited focus on a more concentrated portfolio of its stake in Ceva and distributed follow-on investments in later rounds of EUR 9 million to Sienna Capital. financing. Mérieux Participations distributed approximately EUR 3 million to Sienna Capital from the disposal of several investments.

ANDRE DE HAES CHRISTINE DEMODE FOUNDING PARTNER CHIEF FINANCIAL OFFICER [email protected] TEL.: +33 4 78 87 37 00 WWW.BACKED.VC WWW.MERIEUX-PARTNERS.COM

GBL – Annual Report 2020 91 EXTERNAL MANAGERS DIRECT/CO-INVESTMENTS (CONT’D)

PROFILE PROFILE PROFILE C2 Capital Global Export-to-China Fund is Up field is a global leader in plant-based CEPSA is a privately owned Spanish, fully the first fund of C2 Capital Partners, with nutrition with more than 100 brands, integrated energy company. The company anchor investment by the Alibaba Group. including Becel, Flora, Country Crock, operates in many European countries Blue Band, I Can’t Believe It’s Not Butter, (headquartered and mainly operated in The fund invests mainly in companies Rama and ProActiv. The company operates in Spain) as well as globally. CEPSA is focused on the production of consumer 69 markets around the globe, holding the involved in activities across the full supply goods with a high export demand potential number 1 brand positions in 49 countries. chain of energy production, from to China. Upfield’s six business units cover Northwest exploration and production to refining and Europe, Southwest Europe, Central/Eastern selling the product through their petrol SIENNA CAPITAL & Europe, North America, Middle/Latin stations. The investment is one of C2 CAPITAL PARTNERS America and Asia/Africa. The company The Carlyle Group’s largest buyouts Sienna Capital committed USD 110 million employs more than 3,500 Associates. and is split across multiple funds. to the fund in 2020. SIENNA CAPITAL & UPFIELD SIENNA CAPITAL & CEPSA VALUATION In July 2018, Sienna Capital has invested Sienna Capital committed USD 110 million Listed securities are valued at their last EUR 250 million alongside KKR and alongside the Carlyle Group into CEPSA traded prices as of the relevant date. other co-investors into Upfield, its first and USD 55 million into their second co-investment transaction. Sienna Capital is energy fund, CIEP II. Private investments are valued based on represented on the Board of Upfield by a various methodologies including public senior member of GBL’s investment team. VALUATION company comparables, precedent In accordance with Luxembourg law, the transaction multiples and discounted VALUATION valuation of the assets will be performed, cash flow analysis. The investment valuation is based on at the AIFM’s discretion, by the AIFM itself industry-accepted valuation methodologies, and with the support of such external FINANCIAL YEAR 2020 primarily consisting of an income approach agents as required from time to time. The fund held its second and third closings and market approach. with total capital commitments of FINANCIAL YEAR 2020 USD 390 million. FINANCIAL YEAR 2020 In 2020, Carlyle exercised the option to In 2020, Upfield continued to perform increase its ownership to 38.5% and settled C2 Capital Partners closed 1 investment according to its development plan with the deferred payment related to the in 2020. KDC/One is a global leader in top-line growth in most of its markets while acquisition of the company. custom formulation, package design and the successful integration of Arivia, a leading manufacturing solutions for beauty, producer of plant-based cheese acquired in personal care and home care brands. 2019, shows encouraging perspectives.

STEVE LIN MANAGING PARTNER TEL.: +852 3769 6251 WWW.C2CAPITALPARTNERS.COM

92 GBL – Annual Report 2020 OTHER DIRECT/ NEW STRATEGY VERTICALS CO-INVESTMENTS

PROFILE Since 2019, Sienna Capital has invested PROFILE Globality is a Silicon Valley-headquartered opportunistically in a variety of smaller direct Avanti Acquisition Corp. is a blank check tech company co-founded by Joel Hyatt and investments with attractive potential, ranging company incorporated as a Cayman Islands Lior Delgo to connect global companies from EUR 5 to 50 million. Those include: exempted company for the purpose of with the best suppliers at the right price for - Palex, the largest distributor of effecting a merger, share exchange, asset any sourcing need across every service MedTech equipment and solutions for acquisition, share purchase, reorganization category. hospitals and laboratories in Iberia; or similar business combination with one - Telenco, a French player in telecom or more businesses. Through its AI-powered Platform and equipment for copper and fiber optic Smart Sourcing technologies, Globality is networks; The investment strategy is to be sector bringing digital transformation to the - Pollen, an international online agnostic and to focus on European family sourcing industry. Globality’s AI digital entertainment marketplace; owned or founder led businesses with a solution replaces the archaic analog US nexus. - Opseo, a leading German ambulant care request for proposal, efficiently and provider; effectively scoping needs, managing SIENNA CAPITAL & - Wella, the global hair and nail care business; demand, matching companies with AVANTI ACQUISITION CORP. outstanding suppliers that meet their - Elsan, a group of private hospitals in France; Sienna Capital co-sponsored Avanti specific service needs and cutting the - Ceva, a French multinational veterinary Acquisition Corp. with the NNS Group, sourcing process from months to hours pharmaceutical company created in 1999. the private family office of Nassef Sawiris. while delivering savings of 20% or more. As such, Sienna Capital benefits from SIENNA CAPITAL & GLOBALITY customary sponsor specific economics. Sienna Capital committed EUR 100 million in a Series E round of funding of Globality VALUATION to fuel its rapid growth by investing in Until a business combination is realized, additional AI technology capabilities. the investment should remain valued at It also directly supports the company’s cost. Thereafter, the investment will be efforts to increase its global scale and valued by reference to the quoted capacity; add world-class talent to the share price. engineering, product and client teams; and expand its marketing and sales FINANCIAL YEAR 2020 programs for brand awareness so to acquire The closing of the initial public offering on additional enterprise customers and the NYSE took place on October 6, 2020 channel partners. for a total value of USD 600 million. The shares trade under the ticker symbol VALUATION “AVAN.U”. The valuation is based on the latest cost of investment or the latest round of investment in case it is a more recent valuation.

FINANCIAL YEAR 2020 The investment of Sienna Capital was signed in December 2020 and closed in January 2021.

JOEL HYATT [email protected] CEO WWW.AVANTI-ACQUISITION.COM WWW.GLOBALITY.COM

GBL – Annual Report 2020 93 Sustainability report

2020 the year of ESG investing

94 GBL – Annual Report 2020 96 Our approach 99 A responsible company 104 GBL ACT 107 A responsible investor 116 Key ESG commitments of portfolio companies

GBL – Annual Report 2020 95 1. Our approach

1.1 Our commitment 1.3 Stakeholders GBL is an established investment holding company, with over sixty years GBL’s stakeholders have been identified based on their impact in relation of stock exchange listing. As a leading European investor, focusing on to the group’s activities and are primarily composed as follows: long-term and sustainable value creation and relying on a stable and supportive family shareholder base, GBL strives to maintain a diversified Our key stakeholders high-quality portfolio composed of global companies, leaders in their GBL as a responsible company GBL as a responsible investor sector, in which it can contribute to value creation by being an engaged professional investor. - Employees - Portfolio companies Over our long investment horizon, environmental, social and governance - Shareholders - Institutional investors (“ESG”) factors, including climate change, resource scarcity or diversity - Analysts - Regulator have the potential to be significant drivers of risks or opportunities - Communities in which the company to profitability and shareholder value. A comprehensive investment is established strategy which accounts for long term trends requires management of investee companies to rigorously engage in reconciling short term Note: GBL’s suppliers are primarily consultants and office supply providers, which are not considered versus long term risks and opportunities. material given the limited volume of transactions In our view, shareholder value is inextricably linked to the proactive integration of material ESG factors into company culture and strategy. GBL has an ongoing dialogue with its key stakeholders, notably GBL believes that organizations that are agile and able to anticipate, through the following interactions: manage and integrate ESG risks and opportunities into their strategy are -- employees: day-to-day relationships; more likely to create and to preserve value over the long term. -- reference shareholders: meetings of the Board of Directors As a patrimonial and engaged investor, GBL believes that responsible and its specialized Committees; investment is key to ensure the best interests for its shareholders and stakeholders, by seeking sustainable growth of its portfolio assets -- GBL’s shareholders (whether individual or institutional): and ultimately long-term value creation. general assembly meetings; -- analysts: primarily meetings held after the annual In that context, ESG considerations are fundamental to the way GBL and half-year results; conducts business, not only in its investment activities, but also notably as a company, an employer and a contributor to the communities in -- institutional investors: roadshows; which it operates. -- portfolio companies: meetings of the governance bodies, general assemblies, roadshows…; 1.2 Our responsible management approach -- community: direct engagement particularly through As an investment holding company, GBL has adopted a twofold approach philanthropic actions; to its responsible management: -- regulator: compliance with regulations in force and applicable to GBL. -- GBL as a responsible company: In spite of its non-material direct impact from an environmental and social standpoint (as presented in section 1.4), GBL values ESG responsibility and awareness. The group has a long history of being a responsible employer and consistently demonstrates integrity and strict ethical standards. -- GBL as a responsible investor: GBL’s material impact is primarily indirect, i.e. through the companies composing its portfolio. Incorporating ESG factors into its investment analysis, within both the investment process and the portfolio monitoring, will contribute to enhance GBL’s investment performance over the long term.

GBL’s responsible management approach has thus been structured on each of these levels through (i) the identification of the most relevant stakeholders and (ii) the materiality assessment of ESG factors. GBL’s mid-term ESG objectives and related key performance indicators have been defined similarly, as presented in the following sections.

96 GBL – Annual Report 2020 1.4 Materiality assessment A materiality assessment has been conducted in 2019 by GBL, notably based on the group’s continuous engagement and interactions with its key stakeholders and their related expectations, to identify the material areas of ESG focus. Through this materiality assessment, ESG risks are mapped from both perspectives, i.e. at the levels of GBL as a company and as an investor.

GBL as a responsible company GBL as a responsible investor Environmental Social Governance Environmental, Social and Governance

- Board and management As a patrimonial and engaged investor diversity focused on long-term value creation in a - Corporate governance sustainable manner, GBL embedded ESG - Ethics & Integrity responsibilities at all stages of the Subsection 3 High risk/Prioritize High Subsection 2.1 investment process Employee-related matters: - D iversity and inclusion - Training and development Subsection 2.2 Subsection Materiality Medium risk/Manage

GBL considers its impact - Community involvement on the environment as - Human rights non-material as a result of: - No production or distribution activities Subsection 2.3 Subsection 2.2 Subsection Low risk/Monitor - A limited headcount of around 50 people

1.5 Reporting framework GBL’s statutory auditor, Deloitte, performed a review of the non-financial GBL’s choice of reporting frameworks mirrors the twofold responsible information as disclosed in the sustainability report and verified that it management approach described in section 1.2. includes all the information required by article 119, § 2 of the Companies Code, which became article 3:32, §2 of the Code on companies and associations on January 1, 2020, and is in accordance with the GBL as a responsible company GBL as a responsible investor consolidated financial statements for the financial year ended The non-financial reporting is Having a long-term and through-the- December 31, 2020. Deloitte does not however express any opinion on inspired by the United Nations cycle approach to investing, GBL the question whether this non-financial information has been established Global Compact framework recognizes the importance of ESG in accordance with the internationally recognised frameworks mentioned (“UNGC”), which GBL formally factors in its investment decisions and in the directors’ report on the consolidated financial statements. committed to in 2018. Adhering portfolio monitoring. Since 2020, GBL PwC has provided ISAE 3000 limited assurance on GBL’s assertion that to the UNGC and its 10 principles licenses and applies the SASB (covering human rights, labour, Materiality Map® General Issue the Annual Report 2020 meets the requirements of the GRI Standards environment and anti-corruption) Categories in its work to support its (Core Option). PwC’s assurance opinion is available upon request. allowed GBL to cover all general responsible investment strategy and areas that could be impacted by integration process, allowing ESG 1.6 Key performance indicators its activities. issues to be incorporated into GBL’s management approach entails the measurement and monitoring This report covering FY2020 has investment practices. of its ESG actions through key performance indicators (“KPIs”). been prepared in accordance with GBL has been a signatory to the ESG KPIs are derived from the group’s key areas of achievements the Global Reporting Initiative Principles for Responsible Investment (or “ESG objectives”). Standards (“GRI”): Core option since 2018 and has been reporting (refer to pages 112 and 113 for the under this framework for the first time Since 2018, ESG KPIs have been structured over a three-year period and GRI content index) and in 2020 on its reporting period approved by GBL’s Board of Directors. New ESG KPI related to the Sustainability Accounting covering FY2019. implementation of the ESG Policy have been approved by the Board th Standards Board’s (“SASB”) of Directors of March 11 2021. They will be reviewed annually in the Financials Sector – Asset future or in case of changes in the ESG Policy. Management & Custody Activities These mid-term objectives follow the twofold approach presented in (refer to page 114 for the SASB section 1.2. The KPIs monitored by GBL (i) as a responsible company content Index). GBL’s climate achievements are reported under are presented in section 2 pages 102 and 103 and (ii) as a responsible the Task Force on Climate-Relation investor in section 3 page 111. Financial Disclosures requirements (refer to page 115).

Reporting detailed in Section 2 Reporting detailed in Section 3

GBL – Annual Report 2020 97 1.7 Responsibilities 1.9 Scope CEO and Board of Directors The ESG Policy scope of application (“ESG Scope”) applies to GBL’s Board of Directors reviews and approves the ESG strategic Groupe Bruxelles Lambert and its direct and indirect wholly-owned orientations, performance and reporting, whilst: subsidiaries (“GBL as a responsible company”). -- the Standing Committee makes recommendations to the Board of The companies within GBL’s portfolio (whether controlled or not, Directors including ESG strategic orientations, ESG Policy and related including Sienna Capital) are included in the ESG Scope under the “GBL processes, projects and resources; as a responsible investor” approach. -- the CEO is responsible for the monitoring of the compliance with ESG Those companies identify and address their ESG impacts and associated Policy through a yearly assessment of the performance and efficiency risks within the framework of their own internal controls and governance. of actions undertaken to pursue GBL’s long-term commitments and Section 3 hereafter provides an overview of the key sustainability objectives; and commitments of GBL’s portfolio companies, and notably their long-term -- the Audit Committee reviews and assesses on a yearly basis the risks vision and strategy. inherent to GBL, including ESG-specific risk assessment performed as We highlight the fact that the Directive 2014/95/EU on non-financial part of the portfolio monitoring process (see section 3). reporting (transposed into the Belgian law of September 3, 2017) covers ESG Lead the GBL Group and its consolidated operating activities (detailed in pages 159 and 160). As the consolidated operating activities are excluded The formal responsibility for ESG matters has been delegated to the from the ESG Scope (see above), please refer to their own ESG analysis Head of ESG. GBL believes however that, in addition to giving the tone at and reporting on their website: the top, proper ESG integration requires widespread workforce engagement, as corporate culture is key in order to ensure alignment with the group’s strategy. Imerys “Sustainable Development” on www.imerys.com The Board of Directors and the Head of ESG are therefore supported by all corporate functions, primarily: ECP III www.ergoncapital.com/strategy.php -- the investment team in charge of deploying GBL’s ESG approach Webhelp www.webhelp.com/en-be/about-us/social- as a responsible investor at each stage of the investment cycle; responsibility -- the communication team; and -- the company secretary and the legal and human resources Sienna Capital www.sienna-capital.com departments in charge of social and governance matters at GBL level. 1.8 Policies The table below summarises the ESG Scope. As a long-term and listed investor, GBL has developed (i) an ESG Policy (“ESG Policy”), (ii) a Diversity & Inclusion Policy (“D&I Policy”), (iii) a GBL as a responsible company GBL as a responsible investor Code of Ethics (the “Code”), (iv) a Corporate Governance Charter GBL and its direct and indirect 100% Listed assets: (the “Charter”), and a Philanthropy Policy (“Philanthropy Policy”). owned subsidiaries - adidas, SGS, Pernod Ricard, -- The ESG policy reflects the core values that guide GBL and the CEO LafargeHolcim, Umicore, Imerys, on environmental, social and governance issues. It presents the GEA, Ontex, Mowi commitments and implementation guidelines regarding all three ESG pillars. Private assets: - Webhelp, Parques Reunidos, -- The D&I Policy supports and facilitates a diverse and inclusive Canyon(1) environment that embraces differences and recognizes their benefits. - Sienna Capital These differences can be notably age, gender, sexual identity and orientation, disability, ethnicity, cultural and religious backgrounds. (1) Canyon to be integrated from FY2021 onwards -- The Code provides guidance in conducting business activities in accordance with the highest legal, ethical and professional standards. It is made available to all employees and the Directors, and notably covers compliance, responsible management, conflicts of interest, anti-corruption and anti-bribery, relations with third parties, respect at work and non-discrimination. -G- BL has adopted the Charter (as referred to in page 243 of the Governance section) that brings together all of the company’s corporate governance rules and particularly the principles governing the conduct of GBL’s Directors and its specialised Committees, as well as these bodies’ operating rules. This document also includes the Dealing Code, which defines the rules applicable to transactions in GBL shares. -- The Philanthropy Policy offers the framework for GBL philanthropic activities and articulate GBL’s community involvement around three key pillars: education, health and environment. GBL is committed to responsible and transparent communication towards its stakeholders. The ESG policy, the D&I Policy, the Code, the Charter and the Philanthropic Policy are available on its website and form the reference framework applicable to GBL and its holdings. GBL employees are regularly updated on the group’s policies.

98 GBL – Annual Report 2020 2. A responsible company

2.1. Governance c) Ethics & Integrity a) Board and management diversity Commitment GBL is committed to carrying out its business ethically and in accordance Commitment GBL is committed to the proper application of corporate with all applicable laws. This includes the prohibition on the use of illegal governance provisions. GBL strives to apply diversity to the composition practices, including bribery, corruption and market abuse to obtain or of its governance bodies and this notwithstanding the presence of a retain a commercial advantage. controlling shareholder. Therefore, with regards to the selection of new GBL’s core values and business principles are specified in the Code which Directors and management, GBL applies diversity criteria and does not further indicates to whom all employee can refer to should any question tolerate discrimination of any kind in accordance to the D&I Policy. or insecurity arise. The Code indicates limits and elements to be considered for the full compliance to local regulations as well as anti- Implementation corruption practices supported by the group. For some years now, GBL has gradually strengthened the presence of women in its Board of Directors which counts six women out of a total Implementation of seventeen members. GBL thus respects the quota of a third of its Ethics and integrity are embedded into GBL’s day-to-day activities Directors of a different gender that of the rest of the Board required as reflected by the following actions: by the law of July 28, 2011, which aims at ensuring diversity within -G- BL monitors that all employees and Directors are given access to the Boards of Directors of listed companies. the ESG Policy, the D&I Policy, the Code and the Charter. Yearly The company also strives to ensure that members of the Board of training courses are organized for all employees to (i) raise their Directors and the management have various complementary awareness to GBL’s corporate values and related anti-corruption backgrounds in the financial, industry and services sectors and from practices and (ii) require them to comply with these policies. In 2020, the national and international academic world. The composition of the no incidents related to corruption were reported with regards to GBL Board of Directors and the profiles of its members are detailed in the and its employees; Governance section on pages 220 to 230. -- a whistleblowing process is in place within GBL. All the employees can In addition, the Board of Directors ensures the presence and exercise their right to report in a secure manner a violation (actual or contribution of independent Directors in sufficient number and quality, potential) of the Code. The reporting is confidential and without any thus ensuring the respect of all shareholders’ interests. retaliation risk; -- with regards to conflicts of interest, GBL’s policy is detailed in GBL has otherwise also rejuvenated its Board of Directors in recent pages 231, 244 and 245 of the Governance section; years, with the average age of Directors falling from 64 years (end of 2013) to 58.9 years (end of 2020). -- any invitation or gift offered or received should remain within acceptable limits in accordance with current practice; b) Corporate governance -G- BL does not make any political contributions and is not involved Commitment in lobbying activities; GBL believes that sound corporate governance is essential to be able to -G- BL complies with the General Data Protection Regulation, generate long-term sustainable returns and is committed to the highest a dedicated European regulation entered into force on May 24, 2018. standards of governance. Responsibilities for ESG are described in The group ensures that personal data is protected and that employees section 1 § 1.7. receive periodic training. The rules of conduct for the members of GBL’s Board of Directors and of its specialised Committees, as well as the rules governing the functioning of these bodies, are laid out in the Charter (see page 218). Implementation Attesting to GBL’s priority given to a sound and strong corporate governance, the Board of Directors assesses its own performance every three years based on an individual questionnaire. This questionnaire concerns the size, composition and collective performance of the Board of Directors, as well as the actual contribution of each Director and the Board of Directors’ interaction with the CEO. Furthermore, the non- executive Directors meet annually, in the absence of the CEO, to review their interaction with the management.

GBL – Annual Report 2020 99 2.2. Social c) Human rights a) Employee-related matters Commitment Under its commitment to the United Nations Global Compact initiative, Commitment GBL has a headcount of approximately 50 people. This allows dialogue to GBL recognizes in particular the provisions offered by the UN Guiding be based on proximity and trust between management and employees. Principles on Human Rights and the Organisation of Economic Co-operation and Development (“OECD”) Guidelines for As an employer, GBL believes that value creation derives, among other Multinational Enterprises. things, from its ability to attract and retain talented people with diverse genders, backgrounds and skills and adhering to GBL’s ethical values. As a matter of principle, respect for human rights has always been These talented people are a key asset for GBL as an investment holding embedded into GBL’s responsible management philosophy. The whole company. of the company must defend this commitment. Direct and indirect human rights impacts are considered during dealings with business partners, GBL commits to the following principles: where material and relevant. -- creating a positive and long-term working relationship with its GBL’s commitment to respect human rights is defined in its ESG Policy, employees; its D&I Policy and its Code, includes compliance with all applicable laws, -- providing a diverse and inclusive workplace in which people are treated and the group endeavours to support and respect internationally with mutual respect and dignity as well as fairly; proclaimed human rights. -- providing equal opportunities in employment, appointment and Implementation advancement based on appropriate qualifications, requirements and As a diversified investment holding company, GBL recognizes the role performance; it can play in supporting and respecting the universal protection of -- ensuring a safe and healthy workplace environment, free from all forms human rights. It believes that respecting and protecting human rights of discrimination. is fundamental to creating long-term sustainable value. GBL’s D&I Policy develops these principles and further indicates to whom Implementation efforts at group level include raising awareness of all all employees can refer to should any question or doubt arise. employees with regards to corporate values and related human rights aspects, including freedom of speech and opinion, paying fair Implementation compensation, and absence of discrimination. GBL’s commitment is overseen by the CEO and the Human Resources department. The group strives to create an environment where people 2.3. Environment are valued, supported and empowered to be successful both personally Commitment and professionally. This involves conducting half-year assessments where As highlighted in the materiality assessment section (detailed in page 97), the development opportunities and career objectives of each employee GBL has a non-material direct environmental impact. are discussed and reviewed. Furthermore, GBL gives all individuals the resources to develop their expertise and leadership skills, by supporting In spite of this non-material environmental footprint, GBL recognizes its and providing training opportunities for its employees’ professional role in: development. -- promoting environmental values in its operations and in limiting any negative impact within its own scope; and All GBL’s employees are covered by a collective bargaining agreement. -- acting as a professional investor by embedding in its investment cycle Furthermore and when feasible, GBL outsources some services all ESG aspects and notably the environmental one within the to organizations employing people with disabilities. portfolio, as described in section 3. b) Community involvement - GBL ACT GBL is committed to complying with applicable environmental laws and Commitment regulations, and to address and assess, where relevant and applicable, the GBL is convinced that it can be successful as a business and create foreseeable environmental impacts associated with its activities. shareholder value only if it seeks to serve all of its stakeholders. Implementation This involves conducting business in a way that benefits the communities Over the years, GBL has focused its efforts on resource conservation, where GBL is established. energy efficiency and waste management. As a responsible company, Implementation GBL remains committed to continually reducing its low direct impact In 2020, GBL updated its Philanthropy Policy targeting projects on the environment and at the level of portfolio companies, GBL supports developed in Belgium and articulated around the following three pillars: the environmental management initiatives (as described in section 3). -- Education In addition, GBL promotes leading energy efficiency, clean mobility and waste management practices at its head office. As an illustration, -- Health its premises have been fully renovated to reduce their energy -- Environment consumption. From 2021 onwards, GBL will ban internal combustion engine vehicles from newly acquired employees’ fleet of vehicles in profit To complement this, GBL created a Philanthropy Committee in 2019 of hybrid or electric engine powered vehicles. to select the supported projects. GBL employees had the opportunity to present projects that are then analyzed and reviewed by the In spite of its non-material environmental impact, GBL aims at Philanthropy Committee as described in the Philanthropy Policy. minimizing its carbon footprint as a way to contribute to the global effort and act as an example vis-à-vis its portfolio companies. Please 38 more focused refer to § 2.4 for a detailed insight on GBL climate commitments and EUR 1.9 million 2019 projects implementation. allocated in 2020 supported in 2020 Finally, all GBL employees are expected to be mindful of the Launch of GBL’s new environmental impact of the company and to respect the commitments vs. EUR 1.8 million vs. 57 Philanthropy Policy made in this area. Through its commitment in an environmental in 2019 in 2019 and Committee approach, the group raises its employees’ awareness by promoting ecological gestures such as the usage of water fountains and the paper reduction and / or recycling at the office.

100 GBL – Annual Report 2020 2.4. Climate Change Risk management Considering the challenges and threats offered by climate change, GBL As highlighted above and in the graph on page 110, GBL is conducting publicly endorses the Paris Agreement under the United Nations on an annual basis an ESG risk assessment of its portfolio of Framework Convention on Climate Change (“UNFCCC”) and supports the participations. Leveraging on company data, proprietary data, ESG adoption of the Task Force on Climate-Related Financial Disclosures reports and market data (typically CDP annual questionnaire), climate (“TCFD”) recommendations and the development of long-term adaptation risks exposure including the physical risk, climate impact and climate risk and mitigation climate strategies for GBL and its portfolio of management are assessed to determine a likelihood score, the inherent participations in order to progressively align financial markets with impact and mitigation factors. climate goals. The adjusted risk assessment integrates GBL in-house knowledge of the portfolio companies and the carbon profile of their peers and sectors. Governance As part of the oversight of the ESG risks and strategy, GBL’s Board of The results of this assessment are reported on a yearly basis Directors is involved on an ongoing basis in the assessment of GBL and its to the Audit Committee and ultimately to the Board of Directors and, portfolio of participations exposure to climate change risks and in case of material climate risks identified in the context of this opportunities. assessment, they are monitored by GBL’s representatives in the Considering the nature of climate risks, their structural impacts on governance bodies of the portfolio companies. the overall economy and potential impact on long term financial asset In order to deepen and to broaden its climate risk assessment, GBL’s valuations, GBL’s Board of Directors includes climate risk exposure and Board of Directors launched in 2020 an in-depth climate risk analysis opportunities as an integral part of its overall assessment of the portfolio focusing on the physical impact of climate change on its portfolio of rotation strategy. participations. This assessment is notably aiming at (i) mapping the In that process, the Board of Directors is also supported by the annual climate impact, (ii) identifying the portfolio’s maturity degree review of ESG risks (cf. “ESG risk assessment”) including climate risk on that matter and its exposure to carbon pricing mechanisms, as a standard risk across all participations carried out by the Audit (iii) understanding the portfolio’s exposure to physical and climate Committee. transition risks and ultimately (iv) feeding GBL’s ESG risk management process and investment strategies. Climate-related managerial responsibilities fall under the similar ESG organization as described in the paragraph 1.7 of this section and in GBL’s In 2020, 3 participations representing 39% of NAV (ESG scope) and 98% ESG Policy document available on GBL’s website. Climate related of GBL “Scope 3 – emissions from investments” have been covered by regulation development monitoring, climate risks assessment in ESG GBL’s climate physical risk assessment. The assessment is ongoing for due diligence prior to investment, portfolio companies’ engagement on 3 additional portfolio companies with the aim to reach 100% coverage climate risks and opportunities and climate achievements are an integral (ESG scope) by 2022. part of the ESG integration process supervised by GBL’s CEO, the Head Metrics & targets of Investments and the Head of ESG. Please refer to the “Key performance indicators – GBL as a Responsible Company” on pages 102 and 103. Strategy, business model, outlook As described in section 2.3, as an investment holding company and due to the nature of its activity, GBL has a non-material direct climate impact. In spite of its non-material climate impact, GBL aims at minimizing its carbon footprint as a way to contribute to the global effort and act as an example vis-à-vis its portfolio companies. In FY2020, GBL achieved a climate-neutrality company status by offsetting its carbon footprint and aims to maintain such status going forward. As an investment company deploying permanent capital, the climate challenge and opportunity lay primarily for GBL in its ability to ensure the alignment of its existing portfolio of participations to the long term carbon trajectory induced by the Paris Agreement and the investment in assets benefiting from this structural shift. For that aim, GBL will commit to the Science Based Target initiative (“SBTi”) in 2021 with the target to ensure that our portfolio of participations all have in place a SBTi-aligned climate strategy with associated carbon emissions reduction target(s) by 2030.

GBL – Annual Report 2020 101 2.5. ESG competence building efforts GBL strongly encourages its investment professionals to strengthen their GBL ensures an adequate level of training and competence building ESG awareness and skills in understanding the link between financially efforts for the different functions involved in the implementation of its material sustainability information and a company’s capabilities to drive ESG Policy. Beyond the regular interaction with the Board of Directors on value. In that process and beyond the internal trainings offered, GBL ESG topics as described above, a yearly ESG session is organized for the actively supports them to acquire the Fundamentals of Sustainability Board of Directors on ESG topics while GBL’s executives and the Accounting Credentials and certification. workforce benefit from periodic training sessions. In order to promote ESG best practices and knowledge sharing on latest ESG trends, GBL organizes on a yearly basis an “ESG Day” gathering ESG Professionals and Executives from GBL and its portfolio of participations.

Key performance indicators GBL as a responsible company

UNGC Principle SASB KPI 2020 2019

Governance Objective

a) Board and management diversity

% of women on the Board of Directors 33 35 33 Directors have various complementary backgrounds in the financial, industry yes yes yes and services sectors and from the national and international academic world # of independent Directors on the Board of Directors 5 5 5 Average age of Directors 59 59 % of Directors under 30 years old 0 0 % of Directors between 30 and 50 years old 28 22 % of Directors over 50 years old 72 78

b) Corporate governance

% of independent Directors on the Audit Committee 50 60 60 The chair of the Audit Committee is held by an independent Director yes yes yes % of independent Directors on the Nomination, Remuneration and Governance 50 60 60 Committee

c) Ethics & Integrity

10 Business should work A yearly training course is organized for all employees yes yes yes against corruption in all its # of confirmed incidents of corruption 0 0 0 forms, including extortion and bribery. # of confirmed incidents in which employees were dismissed or disciplined for 0 0 0 corruption # of confirmed incidents when contracts with business partners were terminated or 0 0 0 not renewed due to violation related to corruption # of public legal cases regarding corruption brought against the organisation or its 0 0 0 employees # of reports received through the whistleblowing process 0 0 0

V # of employees with record of investment-related investigations 0 0 0 Total amount of monetary losses as a result of legal proceedings associated 0 0 0 with fraud, insider trading, anti-trust, anti-competitive behavior, market V manipulation, malpractice, or other related financial industry laws or regulations

102 GBL – Annual Report 2020 UNGC Principle SASB KPI 2020 2019

Social Objective

a) Employee-related matters (2)

3 Business should uphold the Average employee (full time equivalent) 46.5 42.7 freedom of association and V % of women (full time equivalent) – C-level position 25 25 the effective recognition of the right to collective V % of women (full time equivalent) – Management position 23 21 bargaining (1); V % of women (full time equivalent) – Workforce position 63 65 4 The elimination of all forms of forced and compulsory % of permanent contracts at year-end 95.9 95.6 labour; Average number of training hours per employee 7.1 12.9 5 The effective abolition of % of employees receiving regular performance review 100 100 child labour; and % of employees with higher education (university/graduate level) background 84.9 85.2 6 The elimination of at year-end discrimination in respect of employment and Employee turnover excluding retirements (in %) 8.8 11.2 occupation. # of interns during the year (full time equivalent) 2.0 1.7 # of nationalities 8 6 Average age of employees 42.3 42.1 % of employees under 30 years old 18 15 % of employees between 30 and 50 years old 56 61 % of employees over 50 years old 26 24

b) Community involvement

Total contributions (in EUR million) 1.9 1.8 Number of supported projects 38 57

c) Human rights

1 Business should support All employees and Directors have access to the ESG Policy, the Diversity & yes yes and respect the protection Inclusion Policy, the Code of Ethics, the Charter and the Philanthropy Policy of internationally proclaimed human rights; and 2 Make sure they are not complicit in human rights abuses.

Environment

7 Business should support a As a holding company without production or distribution activities and with a precautionary approach to limited headcount of around 50, GBL does not have a material direct environmental challenges; environmental impact 8 Undertake initiatives to GHG Emissions Scope 1 (direct emissions) - (in ktCO2e) 0.1 0.2 promote greater GHG Emissions Scope 2 (indirect emissions) - (in ktCO2e) 0.1 0.1 environmental responsibility; and GHG Emissions Scope 3 (business travel) - (in ktCO2e) 0.3 0.6

9 Encourage the development GHG Emissions Scope 3 (emissions from investments)- (in ktCO2e) (3) - 12,905.6 and diffusion of environmentally friendly technologies.

(1) GBL respects the right of employees to enter into an association. The group has no works council given that the regulatory thresholds are not met (2) KPIs computed based on Groupe Bruxelles Lambert and its subsidiaries as defined in section 1.9 Scope (see page 98 for more information) (3) A t the time of the completion of the Annual Report, GHG Emissions Scope 3 (emissions from investments) for FY2020 have not been publicly disclosed by most of our participations. GBL Emissions Scope 3 (emissions from investments) for FY2020 will be communicated at a later stage during the year under the annual CDP reporting process

GBL – Annual Report 2020 103 In 2020, GBL ACT made its largest ever contribution to civil society, pledging EUR 1.9 million across 38 projects in the fields of education, health and environment.

Giving meaning to growth and paying it forward are key parts of our DNA. These values also underpin our commitment to civil society and guide our sponsorship decisions. By actively accompanying and supporting a number of projects in the fields of education, health and environment, we want to make an impact and help build a better world for future generations. This sponsorship policy is organized around four main themes, which determine both our choice of projects and how we support them. -F- irstly, our commitment starts at home: most of the projects we support are Belgian and have a positive effect on our society and everyone that lives here. Today and tomorrow. -I- t is then translated into concrete action. Our aim is not to interfere in how the projects we select are run. We simply want to support them financially and help them achieve their goals. -W- e are in it for the long haul. While we know the importance of making an immediate impact, we prioritize sustainable projects with a long-term vision. -F- inally, our commitment takes shape through agile, coherent and responsible management. Because when we make a commitment, we throw ourselves into it, wholeheartedly, unwaveringly, and by promoting direct contact, communication and community.

Acting today for a better tomorrow

104 Saint-Pierre University SUGi Water classes Hospital SUGi is a citizen platform that plants forests As water is a vital and fragile resource GBL ACT released emergency funds to help in the heart of cities around the world, that we need to protect, the non-profit hospitals manage the COVID-19 health crisis. helping restore biodiversity in urban areas. organization Good Planet has created ‘water classes’. These classes educate primary EUR 0.5 million was allocated to four Based on the research of botanist school children about water, making them Brussels hospitals in the first half of 2020, Doctor Akira Miyawaki, it works to naturally ‘hydro-citizens’ by the end of the course. including Saint-Pierre University Hospital. replenish forest ecosystems in small The capital’s public health actor has two roles: areas in just two years. In 2020, GBL ACT’s decision to support Good Planet Belgium resulted in 800 new it is not only a community-based public With the support of GBL, SUGi Belgium hydro-citizens. hospital providing high-quality care that is and its forest maker Nicolas de Brabandère accessible to all, but also a reference centre launched a forest restoration project in In 2021, the aim is to train 1,000 new future for education and research. Pontisse, near Liège. hydro-citizens and to raise awareness of this key environmental challenge among nearly It has been on the front lines during the With the help of their families, the 8,000 students, both in the classroom and Covid-19 crisis, having admitted more than community’s children planted 26 different beyond. This project, supported by GBL, is 800 Covid patients, including almost 100 in types of native trees and shrubs in what they already well established in the Wallonia intensive care units, during the first wave of now call ‘Charlemagne’s forest’. the pandemic. In response to this huge influx region, and now has its sights set on of patients, the hospital quickly made a call This forest is the cornerstone of a bigger Brussels and Flanders. for donations to allow it to set up and equip a community project spanning 50 years, new intensive care unit. which includes a church, a school, a sports hall, a public garden and a cycle Support from donors, including GBL, lane, which will benefit all residents. enabled it to purchase around 10 additional respirators and all the equipment it needed to And – more broadly and sustainably – society, open the new unit on March 26. At the peak the climate and the planet. of the crisis, the hospital had a daily capacity of up to 125 Covid patients in inpatient units and another 33 in intensive care units.

105105105 Responsible GBL, one of the most investment solid forms of ESG integration opportunity in the financial industry

106 GBL – Annual Report 2020 3. A responsible Responsible investor investment

3.1. Commitment 3.2. Exclusion policy As a long term financial investor, understanding ESG issues allows GBL GBL acts in accordance with domestic and international laws, bans, to reduce risks and capture opportunities in portfolio management and treaties and applicable embargoes to define its investment universe. to contribute in order to enhance GBL’s investment performance over Beyond these legal requirements, GBL will also consider the following the long term. GBL believes that the integration of ESG factors into the exclusion criteria when assessing potential investments (please refer investment analysis and management of its participations is supporting to the ESG Policy published on GBL website for more detailed better risk adjusted return for our portfolio of participations. information on the exclusion criteria). ESG integration is primarily carried out by the Investments Department -- Controversial behavior and legally required exclusions: and GBL’s investment professionals under the supervision of the Head of as a signatory of the United Nations Global Compact, (“UNGC”) Investments and the Head of ESG. The Head of ESG, in coordination and recognizing the provisions included in the United Nations with the Head of Investments, works across the organization to support Guiding Principles for Business and Human Rights and the OECD investment analysis on the impact of ESG factors and conduct research Guidelines for Multinational Entreprises, GBL will assess the on industry standards and best practices. behavior of organisations in accordance with these frameworks and exclude investments in organisations involved in severe breaches In that regard, we view the materiality framework developed by the of these principles. Sustainability and Accountability Standards Board (“SASB”) as a key -- Controversial weapons: GBL excludes investments in supporting framework to structure and develop GBL’s proprietary organisations directly involved in the development, production, approach of ESG risk analysis. Since 2020, GBL licences and applies the maintenance and trading of controversial weapons. SASB Materiality Map® General Issue Categories in its work. -- Pornography: GBL does not wish to be associated with any business The Head of ESG and the Investments team support GBL’s role as an where human rights are violated. GBL excludes direct investments active and engaged owner. Paramount to our asset owner positioning, in organisations involved in the pornography, prostitution and sex GBL seeks to build core shareholding positions with the adequate industries. governance. The potential to become a reference shareholder and exercise influence, the potential to gain board representation and the -- Tobacco: Considering public health concerns associated with tobacco, ability to leverage a strong management team are clear and undisputed but also human rights abuses, poverty impact, environmental investment criteria for GBL that support directly our ability to work in a consequences, and the substantial economic cost associated with unique way alongside our portfolio of participations on ESG. tobacco, GBL excludes direct investments in organisations involved in the production, supply and sale of tobacco products. Considering the nature of our core business and the long-term -- Fossil fuels: as coal is the biggest contributor to climate change investment time horizon characterizing GBL investment holdings, derived from human activity, GBL excludes direct investments GBL’s ESG integration process encompasses the following key steps (i) in organisations involved in the development of new thermal coal in the investment process: capacities in mining, production, utilities or transportation -- investment universe definition; infrastructure, (ii) in organisations generating more than 25% of their -- pre-investment phase ESG risk identification; revenues in thermal coal transportation or thermal power generation without a climate strategy in line with the Paris Agreement. -- post investment ESG integration and on-going portfolio monitoring; Considering the environmental damages, social cost and carbon -- voting and stewardship; profile associated with non-conventional oil and gas exploration and -- transparency and reporting. production and in particular oil sands, GBL excludes investments in organisations deriving more than 5% of its revenues from exploration and production, trading, storage or transportation of non-conventional oil and gas products. The compliance of the existing portfolio of participations with the GBL Exclusion Policy is reviewed on an annual basis. We expect the management team and governance entities of our portfolio of participations to carefully assess their direct and indirect exposures to such controversial activities and to take appropriate actions in order to protect their reputation, license to operate, access to financial markets and shareholder returns.

GBL – Annual Report 2020 107 3.3. Pre-investment phase ESG risk identification 3.4. Post-investment ESG integration ESG integration starts with the identification and recognition of ESG GBL has an engaged ownership approach in the companies in which it risks at the very early stage of the investment process. Potential invests and ensures through direct engagement with their governance investment targets are therefore initially screened for compliance with bodies that they are managed in a manner consistent with its responsible the exclusion policy described above and then potential eligible management philosophy, including its Code and ESG Policy. investment targets are screened under a 2 step approach: Publicly listed assets 1. Initial ESG risk assessment using the GBL Proprietary ESG rating framework; In the case of listed assets, the findings of the ESG due diligence support the engagement with the governance bodies and the management of the 2. In-depth ESG risk assessment and due diligence. invested company on potential ESG risks and opportunities. GBL Proprietary ESG rating Privately owned assets The GBL Proprietary ESG rating supports ESG integration. It leverages In the case of privately owned assets, the findings of the ESG due fully automated ESG rating production methodology to validate the diligence are integrated in the 100-day action plan on the acquired asset. relevance of an investment opportunity and potential further resources Particular attention is given to ESG responsibilities in the newly acquired allocation. It opens the path to constructive discussions internally and entities and GBL ensures that the ESG responsibilities are clearly defined with the targeted companies in the second stage of the ESG risk at the Board of Directors’ level and across the organization in order to assessment and due diligence process. ensure successful implementation of the ESG component of the 100-day The GBL Proprietary ESG rating is structured around four dimensions to action plan. capture the different insights offered by ESG analysis: potential publicly The ability of GBL’s investment team to execute on the implementation available external ESG ratings, ESG momentum, ESG controversies of the 100 day action plan including the ESG strategy remains paramount and ESG materiality (structured around the SASB Materiality Map® to the investment decision. General Issue Categories). The GBL Proprietary ESG rating gives direct access to key ESG risks and Ongoing ESG engagement with portfolio companies achievements in the most critical part of the ESG spectrum such as Each portfolio company remains responsible for developing its own ESG corporate governance, controversies, climate and diversity risks or SASB policies, programs and key performance measures. This is monitored by Materiality Map® General Issue Categories related metrics. GBL’s investment team as part of the asset rotation guidelines. GBL believes, however, that it is necessary to promote common guidelines We differ from established ESG research practices due to our strong on responsible management within its various shareholdings. focus on ESG controversies (in absolute number and in severity) and the fact that since 2020, GBL licences and applies the SASB Materiality In case of an incident arising at the level of a portfolio company and being Map® General Issue Categories in its assessment of ESG operational reported to GBL through its governance bodies, monitoring would be performance and materiality. ensured by GBL’s representative(s) within the relevant governance body, with the assistance of the relevant advisers. Any significant incident The initial ESG risk assessment is produced in-house using the GBL would be discussed, reviewed and monitored by the relevant reporting Proprietary ESG rating tool. It provides GBL’s investment team with a levels at GBL (including the CEO, the Chief Legal Officer, the Head of proprietary ESG risk rating on a scale from AAA (highest rating) to CCC Investments and the Head of ESG). (lowest rating). Companies with an ESG rating at B or CCC are excluded from the investment universe. Periodic review of ESG risks In order to monitor appropriately its portfolio from an ESG perspective, In-depth ESG due diligence GBL conducts on a yearly basis an in-depth risk assessment focusing on On the basis of the initial findings, the CEO can make the decision to its portfolio companies. This risk assessment, the process of which is further allocate resources and to conduct in-depth ESG due diligence on detailed in chart in page 110, has been structured by GBL to combine a potential investment. This analysis will be carried out internally by information from third-party ESG rating reports and market data with GBL’s Investment team and GBL’s Head of ESG with the potential proprietary data derived from (i) GBL’s in-house Compliance support from third party ESG specialists. questionnaire and (ii) the knowledge and expertise of GBL’s investment The scope of the ESG due diligence and the nature of the work will be team on the portfolio companies and, more generally, their sectors. ® defined in reference to the SASB Materiality Map General Issue On that basis, and leveraging the fact that GBL licenses and applies the Categories and industry knowledge. It can typically include the following SASB Materiality Map® General Issue Categories in its work, GBL’s ESG areas: risk assessment does cover a wide scope of ESG factors including: -- from an environmental perspective: resource efficiency, pollution -- from an environmental perspective: Resource efficiency, pollution prevention and management, ecosystems and biodiversity, climate prevention and management, ecosystems and biodiversity, climate change, environmental supplier and procurement standards, change, environmental supplier and procurement standards, environmental product responsibility, etc.; environmental product responsibility, etc; -- from a social and governance perspective: labor rights and working -- from a social and governance perspective: Labor rights and working conditions, human rights and livelihoods, social supplier and conditions, human rights and livelihoods, social supplier and procurement standards, business ethics and governance, customer procurement standards, business ethics and governance, customer and product responsibility, etc. and product responsibility, etc. The results of the in-depth ESG due diligence are integrated in the investment analysis, the financial modelling and the equity valuation process. The investment memo summarizing the recommendation of the CEO and covering the ESG risk assessment is submitted by the CEO to GBL’s Board of Directors for decision following a positive recommendation from GBL’s Standing Committee.

108 GBL – Annual Report 2020 This assessment aims at identifying, for each portfolio company, its key 3.6. Transparency and reporting ESG risks, and, if assessed as material, (i) translating them into potential Transparency supported by leading international sustainability adjustments to the investment theses, (ii) reporting them to GBL’s reporting frameworks Audit Committee and ultimately to GBL’s Board of Directors, and GBL complies with the relevant local and European regulatory (iii) ensuring their monitoring by GBL’s representatives through requirements for non-financial disclosure in its financial communication. the governance bodies of the portfolio companies. Voluntary disclosures of non-financial information under commonly 3.5. Voting and stewardship accepted international frameworks support an efficient allocation of capital and, GBL commits for its own listing to produce transparent As a long-term professional shareholder, GBL believes that promoting non-financial information under the Global Reporting Initiative (“GRI”) good corporate governance standards, social responsibility and Standards Core option, the Sustainability Accounting Standards Board environmental stewardship is an essential part of its ownership (“SASB”) standards and the Task Force on Climate-related Financial responsibilities. Disclosures (“TCFD”) requirements. Corporate governance refers to the system by which a corporation is We also expect our participations to disclose financially relevant and directed and controlled. It relates to the functioning of the Board of material ESG factors to allow investors to better understand, evaluate Directors, supervision and control mechanisms, their inter-relationships and assess potential risk and opportunities, including the potential and their relations with stakeholders. Good corporate governance impact of ESG factors on the company’s performance. GBL supports the creates the framework ensuring that a corporation is managed in the alignment of its participations’ non-financial reporting practices with the long-term interest of shareholders. Therefore GBL expects all SASB and TCFD requirements and expect such practices to be in place participations in which we invest to comply with high corporate by FY2022. Transparency shall be enhanced by the implementation of an governance standards. assurance process covering the data collection processes and the data Voting is an integral part of this effort and we intend to exercise our votes quality. attached to all our investments. The analysis of the voting resolutions Beyond the non-financial information disclosure in regulatory filing and is carried out by the Investment team considering the overall investment our annual integrated report, from 2021 onward, GBL will also disclose strategy defined for the portfolio company. its achievements in responsible investment under the PRI annual Considering the influence we exercise on our portfolio companies due reporting process and in the climate space under the CDP annual to the relative size of our shareholding and our involvement in their reporting process. We encourage our stakeholders to refer to these various governance entities of the companies, we have the ability to submissions for more information on our practices and achievements. preemptively review, amend, adjust and validate the content of the resolutions submitted for vote, and we will support them. Relationship with ESG rating companies and the role of sustainable finance GBL management intends to participate physically in the shareholder As a long-term institutional, patrimonial and engaged investor, meetings but depending on the conditions, may also favor to exercise GBL strives to build organizations that are agile and able to anticipate, its vote by mail, procuration or any electronic format compliant with manage and integrate ESG risks and opportunities into their strategy. the local regulation and legal dispositions. We strongly believe in the ability of the financial markets to value such achievements. Considering the lack of regulatory oversight, methodological inconsistencies, structural underperformance of some ESG ratings, ESG rating questionnaire fatigue experienced by many corporates at odds with the rise of artificial intelligence capabilities, and the massive burden on resources that should rather be directed to internal ESG efforts, GBL is rationalizing it interactions with ESG rating providers and will selectively concentrate its interactions with a select few. Therefore, going forward, GBL’s efforts will be restricted to Sustainalytics and MSCI. Considering the rise of ESG rating capabilities at credit rating agencies, this will be reviewed on an annual basis. Beyond GBL, we strongly encourage our participations to operate such selectivity vis-à-vis ESG rating providers and to seek more direct pricing and validation of their ESG achievements by the financial markets via the issuance of sustainable finance products, in line with their financial needs and ESG capabilities.

GBL – Annual Report 2020 109 ESG risk assessment

Stage 1 - Data collection

Company data Proprietary data ESG reports Market data Public information made available In-house compliance Information derived from reports Statistics and analyses collected by the portfolio companies questionnaire sent by GBL issued by a tier 1 third-party ESG by GBL’s third-party ESG expert (Annual Reports, Sustainability representative in the governance rating provider (the “ESG rating (the “ESG Expert”) on impacts Reports, etc) bodies to portfolio companies (the Provider”) related to the risks identified by “Compliance Review”) the ESG rating Provider or during the “Compliance Review”

Stage 2 - Initial risk assessment

Risk exposure assessment Impact assessment Risk management assessment

Using the risk Using market data Assessment by the ESG Expert of impacts Using the risk Adjusting the scores exposure scores in and the SASB based on the following impact categories: management scores based on answers ® the ESG rating Materiality Map - Financial in the ESG-rating received in the reports General Issue - Compliance / legal reports context of the Categories if no ESG - Reputational Compliance Review rating report - Business-related available

Likelihood score Inherent impact Mitigation factor

Stage 3 - Adjusted risk assessment

Input from GBL’s investment team Review and adjustments based on in-house knowledge of the portfolio companies and their sectors

Adjusted inherent impact Adjusted mitigation factor

Likelihood score Residual impact score

ESG risk mapping For each portfolio company, mapping the key risks (based on their probability of occurrence and impact assessment)

Stage 4 - Reporting

GBL’s Audit Committee Review of the ESG risk mapping by portfolio company

GBL’s Board of Directors Presentation of the key risks in the context of the review of the ESG mid-term objectives

Portfolio companies Key risks to be monitored by GBL’s representatives in the governance bodies of the portfolio companies

Assessment extracted from the ESG rating reports Analysis performed by the ESG Expert Actions and analyses performed by GBL

110 GBL – Annual Report 2020 Key performance indicators GBL as a responsible investor

Underlying rationale SASB Objective Target 2020 2019

ESG Incorporation of Environmental, V Amount of assets under management, by asset class, that employ 100% 100% Integration Social, and Governance Factors in integration of environmental, social, and governance (ESG) issues, NAV NAV Investment Management & Advisory sustainability themed investing, and screening

Training GBL believes in widespread V GBL employees involved in the investment process and portfolio yes yes yes team workforce engagement to ensure monitoring participate to annual ESG awareness training proper integration of its ESG strategy

Investment GBL takes a prudent approach to V % of company’s portfolio compliant with exclusion policy 100 100 100 risk and incorporates the analysis of process V % of new investments in private assets covered by GBL ESG Rating 100 100 - ESG aspects into its investment tool and ESG due diligence during the pre-investment phase process which leads to invest in companies with sustainable business V % of new investments in listed assets covered by ESG Rating tool 100 100 - models and ESG due diligence during the pre-investment phase

Portfolio GBL believes that it is necessary to V % of portfolio covered by the yearly ESG risk assessment 100 100 100 promote common guidelines on monitoring V % of answers received from the portfolio companies with regards 100 100 100 sustainable development and to the Compliance questionnaire responsible management within its participations. ESG is part of key V Review of ESG positioning of portfolio companies vs. peers phased 100 100 - performance measures tracked by its over 2020-2022 investment team, alongside other V Climate impact & transition assessment by a third party (3 years 100 39 - traditional financial indicators program 2020-2022) V % GBL greenhouse gas emissions - Scope 3 Investment - covered by 100 98 - climate impact & transition assessment by a third party (3 years program 2020-2022)

Calculation methodology: percentages calculated based on the portfolio value

At portfolio Portfolio companies (excluding V % of portfolio companies for which efficient governance bodies are 100 100 100 companies’ Sienna Capital): GBL requires that and remain in place, including the Audit Committee, through which level practices in relation to GBL seeks appropriate disclosure on ESG issues environmental, social and V % of portfolio companies for which an ESG strategy has been 100 100 100 governance responsibility are defined ensured at the level of potential targets and portfolio companies, V % of portfolio companies having a whistleblowing system in place 100 100 100 consistently with the international V % of portfolio companies having a Code of Ethics and/or Conduct in 100 100 100 standards place V % of portfolio companies disclosing an anti-bribery and/or 100 100 100 corruption policy V % of portfolio companies for which an employee satisfaction survey 100 100 89 is performed V % of portfolio companies reporting under SASB 100 6 0 V % of portfolio companies reporting on climate risks under TCFD 100 56 13 requirements V % of portfolio companies with SBTI in place 100 59 44 V % of portfolio companies reporting to CDP 100 99 89 Calculation methodology: percentages calculated based on the portfolio value excluding Sienna Capital

Sienna Capital Sienna Capital to commit to UNPRI by 2020 yes yes - ESG Due diligence on external investment managers 100 100 -

GBL as Being an engaged and responsible V % of participation (attendance and vote) by GBL representatives to 100 100 100 investor of investor, GBL aims at exercising its the Board of Directors meeting of portfolio companies influence within the governance its portfolio V % of participation (attendance and vote) by GBL representatives 100 100 100 companies bodies and the General to the meetings of the Audit, Strategic and Nomination & Shareholders’ Meetings of its Remuneration Committees of portfolio companies (if relevant) portfolio companies. GBL’s representatives attend and actively V % of participation (attendance and vote) by GBL representatives to 100 100 100 participate in governance bodies’ the Annual General Meeting of the shareholders of portfolio and General Shareholder’s Meetings. companies

Calculation methodology: percentages calculated based on the portfolio value and excluding Sienna Capital and the companies into which GBL is not represented

GBL – Annual Report 2020 111 GRI content index GBL’s sustainability report has been prepared as part of the Annual associations on January 1, 2020, and is in accordance with the Report 2020 in accordance with (i) the Directive 2014/95/EU on non- consolidated financial statements for the financial year ended financial reporting (transposed into the Belgian law of September 3, 2017) December 31, 2020. Deloitte do however not express any opinion on the and (ii) the GRI Standards - Core option. That report covers the calendar question whether this non-financial information has been established in year 2020 (i.e. from January 1, 2020 to December 31, 2020). accordance with the internationally recognised frameworks mentioned in the directors’ report on the consolidated financial statements. GBL’s statutory auditor, Deloitte, performed a review of the non-financial information as disclosed in the sustainability report and verified that it PwC has provided ISAE 3000 limited assurance on GBL’s assertion that includes all the information required by article 119, § 2 of the Companies the Annual Report 2020 meets the requirements of the GRI Standards Code, which became article 3:32, §2 of the Code on companies and (Core Option). PwC’s assurance opinion is available upon request.

GRI content index - General Disclosures & Material topics

GRI Standard Disclosure Page Comment / Omission

General Disclosures

Organizational profile

102-1 Name of the organization Back cover 102-2 Activities, brands, products, and services 2, 6-7, 14-37 102-3 Location of headquarters Back cover 102-4 Location of operations Back cover 102-5 Ownership and legal form 130-135, 246-250 102-6 Markets served 14-37 102-7 Scale of the organization 102-103, 130-135, 136-146 102-8 Information on employees and other workers 100, 102-103 Given the limited headcount of around 50 people, GBL considers that the breakdown of the total number of employees by region is neither significant nor relevant. 102-9 Supply chain 100 As an investment holding company, GBL has no production or distribution operations. GBL’s main suppliers are primarily consultants and office supply providers, which are not considered material given the limited volume of transactions 102-10 Significant changes to the organization 10 No significant changes in the organization and its supply and its supply chain chain during the reporting period 102-11 Precautionary Principle or approach 96-98 102-12 External initiatives 96-98, 104-105, 107 102-13 Membership of associations 96-98, 104-105, 107 FEB

Strategy

102-14 Statement from senior decision-maker 8-13, 26-27

Ethics and integrity

102-16 Values, principles, standards, and norms of behavior 2, 94-115

Governance

102-18 Governance structure 94-115, 218-254

Stakeholder engagement

102-40 List of stakeholder groups 96 102-41 Collective bargaining agreements 100 102-42 Identifying and selecting stakeholders 96 102-43 Approach to stakeholder engagement 96 102-44 Key topics and concerns raised 94-115

Reporting practice 102-45 Entities included in the consolidated financial statements 98, 159-160 102-46 Defining report content and topic Boundaries 94-115

112 GBL – Annual Report 2020 GRI Standard Disclosure Page Comment / Omission

102-47 List of material topics 94-115 102-48 Restatements of information 112 102-49 Changes in reporting 112 102-50 Reporting period 112 102-51 Date of most recent report 112 102-52 Reporting cycle 112 102-53 Contact point for questions regarding the report 5 102-54 Claims of reporting in accordance with the GRI Standards 97 102-55 GRI content index 112 102-56 External assurance 112

Material topics

Long-term value creation in a sustainable manner

103-1 Explanation of the material topic and its Boundary 94-115 103-2 The management approach and its components 2, 8-37, 122-129 103-3 Evaluation of the management approach 6-7, 14-37, 94-115 201-1 Direct economic value generated and distributed 130-135, 136-146

Ethics & Integrity

103-1 Explanation of the material topic and its Boundary 94-115 103-2 The management approach and its components 2, 94-115 103-3 Evaluation of the management approach 94-115 205-1 Operations assessed for risks related to corruption 94-115, 125 205-2 Communication and training about anti-corruption policies 94-115 and procedures 205-3 Confirmed incidents of corruption and actions taken 102-103

Training and development

103-1 Explanation of the material topic and its Boundary 94-115 103-2 The management approach and its components 2, 94-115 103-3GRI contentEvaluation index of- Material the management topics approach 94-115 404-1 Average hours of training per year per employee 102-103 404-3 Percentage of employees receiving regular performance and 102-103 career development reviews

Diversity and Inclusion / Board composition

103-1 Explanation of the material topic and its Boundary 94-115 103-2 The management approach and its components 2, 94-115 103-3 Evaluation of the management approach 94-115 405-1 Diversity of governance bodies and employees 102-103, 222-254

Patrimonial and active investor

103-1 Explanation of the material topic and its Boundary 94-115 103-2 The management approach and its components 94-115 103-3 Evaluation of the management approach 94-115 FS10 Percentage and number of companies held in the institution’s 106-115 portfolio with which the reporting organization has interacted on environmental or social issues FS11 Percentage of assets subject to positive and negative 106-115 environmental or social screening

GBL – Annual Report 2020 113 Sustainability Account Standard Board – Asset management & custody activity - Content index

SASB Accounting metric Page Comments / Omission

Transparent Information & Fair Advice for Customers

FN-AC-270a.1 (1) Number and (2) percentage of covered employees with a record of 102-103 investment-related investigations, consumer-initiated complaints, private civil litigations, or other regulatory proceedings FN-AC-270a.2 Total amount of monetary losses as a result of legal proceedings associated - Item not relevant for GBL (question specific to with marketing and communication of financial product related information asset managers distributing collective investment to new and returning customers vehicles to clients) FN-AC-270a.3 Description of approach to informing customers about products and services - Item not relevant for GBL (question specific to asset managers distributing collective investment vehicles to clients)

Employee Diversity & Inclusion

FN-AC-330a.1 Percentage of gender and racial/ethnic group representation for (1) executive 102-103 GBL provides data on gender representation. management, (2) non-executive management, (3) professionals, and (4) all Racial/ethnic group representation is in breach of other employees local regulation. GBL disclosure is combining "Non-executive management" level with "Professionals" level due to the size of the teams and the nature of our business (investment holding company, 22 employees in total in these 2 categories, respectively 14 & 8)

Incorporation of Environmental, Social, and Governance Factors in Investment Management & Advisory

FN-AC-410a.1 Amount of assets under management, by asset class, that employ 111 (1) integration of environmental, social, and governance (ESG) issues, (2) sustainability themed investing, and (3) screening FN-AC-410a.2 Description of approach to incorporation of environmental, social, and 94-115 governance (ESG) factors in investment and/or wealth management processes and strategies FN-AC-410a.3 Description of proxy voting and investee engagement policies and procedures 109

Business Ethics

FN-AC-510a.1 Total amount of monetary losses as a result of legal proceedings associated 102-103 with fraud, insider trading, anti-trust, anti-competitive behavior, market manipulation, malpractice, or other related financial industry laws or regulations FN-AC-510a.2 Description of whistleblower policies and procedures 99, 102-103

Systemic Risk Management

FN-AC-550a.1 Percentage of open-end fund assets under management by category of - Item not relevant for GBL (question specific to liquidity classification asset managers distributing open-ended collective investment vehicles to clients) FN-AC-550a.2 Description of approach to incorporation of liquidity risk management - Item not relevant for GBL (question specific to programs into portfolio strategy and redemption risk management asset managers distributing open-ended collective investment vehicles to clients) FN-AC-550a.3 Total exposure to securities financing transactions 114 0 FN-AC-550a.4 Net exposure to written credit derivatives 114 0

Activity metrics

FN-AC-000.a (1) Total registered and (2) total unregistered assets under management 111 (AUM) FN-AC-000.b Total assets under custody and supervision - Item not relevant for GBL (Custodian specific question)

114 GBL – Annual Report 2020 Task force for climate-related financial disclosure – Content index

TCFD Accounting metric Page Comments / Omission

Governance

TCFD – G (a) Describe the board’s oversight of climate-related risks and opportunities 8-13, 26-27, 101, 95-115 TCFD – G (b) Describe management’s role in assessing and managing climate-related 101, 95-115 risks and opportunities

Strategy, business model, outlook

TCFD – S(b) Describe the impact of climate-related risks and opportunities on the 101, 95-115 organisation’s businesses, strategy and financial planning TCFD – S(c) Describe the resilience of the organisation’s strategy, taking into 101, 95-115 consideration different climate-related scenarios, including a 2C or lower scenario

TCFD – S(c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2C or lower scenario tbc Risk management

TCFD – RM(a) Describe the organisation’s processes for identifying and assessing 101, 95-115 climate-related risks TCFD – RM(b) Describe the organisation’s processes for managing climate-related risks 101, 95-115

Metrics & targets

TCFD – MT(a) Disclose the metrics used by the organization to assess climate-related 103, 110-111, risks and opportunities in line with its strategy and risk management 95-115 TCFD – MT(b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) 103, 110-111, emissions and the related risks 124-129

GBL – Annual Report 2020 115 Key ESG commitments of portfolio companies

adidas’ commitment to sustainable practices rests on the company’s mission: To be the best sports company in the world. Best means that adidas designs, builds and sells the best sports products in the world, with the best service and experience in a sustainable way. adidas has a clear roadmap for 2021 and beyond, which is a direct outcome of its business strategy “Creating the New”. The company believes that, through sport, it has the power to change lives. But sports needs a space to exist. These spaces are increasingly endangered due to man- made issues, including human rights violations, pollution, growing energy consumption and waste. Its holistic approach to sustainability responds to the challenges that endanger the As highlighted before, spaces of sport and simultaneously the planet and people. Building on existing programs, it tackles these subjects that the portfolio companies identify are most material to its business and its stakeholders, and translates its overall sustainability efforts into tangible goals and address their ESG impact for 2021 that have a direct impact on the world of sport adidas operates in.

and associated risks within the External recognition Throughout 2020, and thanks to industry-leading product framework of their own internal stewardship and supplier engagement practices, adidas remained a constituent of MSCI World ESG Leaders Index, control. Summarised in this MSCI Global Sustainability Indices and the MSCI Global SRI Indices as well as of the STOXX Global ESG Leaders indices. section are their strategic Initiative Commitment / assessment

commitments and objectives SBTi Committed (1) in the ESG field. CDP Climate Change B CDP Water B

MSCI AAA

Sustainalytics 13.9 (low risk)

(1) Committed companies have 24 months to submit targets to the SBTi for validation

Additional information www.adidas-group.com/en/sustainability/managing- sustainability/general-approach/

116 GBL – Annual Report 2020 Sustainability is at the core of SGS’ culture and its purpose of In line with the Pernod Ricard consumer-centric model, the enabling a better, safer and more interconnected world for its group’s Sustainability & Responsibility strategy is centered employees, customers shareholders and for society. It is one of around a robust framework with four pillars: Nurturing Terroir, its business principles and is embedded in its strategic direction Valuing People, Circular Making and Responsible Hosting, and management decision-making processes generating all of which directly support the United Nations Sustainable measurable Value to Society beyond traditional financial Development Goals (SDGs) to help achieve prosperity for the returns. planet and its people. SGS’ sustainability strategy is built on four pillars: Professional Each pillar includes ambitious targets for 2030 aimed at driving Excellence, People, Environment and Community. Each one is innovation, brand differentiation and employee attraction. supported by group-wide policies, global programs and local All pillars are based on a 2030 timeline with 2020 and 2025 initiatives. This includes helping its customers and their supply milestones, in line with the schedule set out by the SDGs. chains operate more sustainably, giving consumers confidence Pernod Ricard’s Sustainability & Responsibility strategy was in their purchasing decisions, helping industries to innovate, built on the material risks of its business, consumer concerns protecting the environment, enabling governments to more and the world’s agenda. The strategy is the result of a long effectively deliver services to their citizens and supporting process from qualitative interviews to the involvement of more than 400 local communities. sustainability experts with over 300 colleagues globally and SGS is the industry leader in sustainability. It positively external experts. More than 20 workshops were held with contributes to the Sustainable Development Goals, has representatives from Brand Companies, Market Companies, completed its Sustainability Ambitions 2020 and will launch Regions, HQ and the Top Management team to build the its 2030 sustainability ambitions in Q2 2021. strategy. From this data, ambitious goals were developed where Pernod Ricard’s impact could be greatest. Achievements SGS is now a well-established global sustainability leader. External recognition In 2020, SGS has been named a leading company in the In recognition of Pernod Ricard’s strong commitment to Dow Jones Sustainability Indices for the seventh year in a row, sustainable development and responsible consumption, it has maintained their status in the FTSE4Good Index and received a gold rating from Ecovadis and is ranked number one received the Platinum medal recognition from EcoVadis. in the beverage sector in Vigeo Eiris. SGS implemented a carbon neutral strategy, and is committed Pernod Ricard has also been recognized as a Global Compact to reduce CO2 emissions at the source through its sustainability LEAD company, demonstrating its ongoing commitment to the programs and offsetting any remaining or unavoidable United Nations SDGs and its ten principles for responsible emissions. The group releases its climate achievements under business. the Task Force on Climate-Related Financial Disclosures In 2020, as a member of the RE100, a global initiative led by framework. The Climate Group in partnership with CDP which brings together 280 international companies committed to 100% Initiative Commitment / assessment renewable electricity, the group has been reporting on its SBTi Target set at 2°C climate strategy and achievements under the Task Force on CDP Climate Change A- Climate-Related Financial Disclosures framework.

MSCI AAA Initiative Commitment / assessment Sustainalytics 18.1 (Low Risk) SBTi Target set at “well-below 2°C”

CDP Climate Change B

CDP Water A-

MSCI AA

Sustainalytics 15.9 (Low Risk)

Additional information Additional information www.sgs.com/en/our-company/corporate-sustainabiIity/ www.pernod-ricard.com/en/sr/ sustainabiIity-at-sgs

GBL – Annual Report 2020 117 In 2020, LafargeHolcim continued to make excellent progress in Imerys’ Corporate Social Responsibility Charter supports the executing its Strategy 2022 – “Building for Growth.” In the context group’s long-term strategy. Commitments on safety & health, of its growth strategy, the group believes that sustainability is a great environmental impact reduction, human resources, diversity opportunity. With the issuance of its EUR850m sustainability-linked and inclusion, relations with communities, supply chain bond, LafargeHolcim pioneered sustainable finance solutions to partners and corporate governance and ethics play a vital role in support its sustainability ambitions. safeguarding the group’s future. To achieve these commitments, every employee in the group must support them through their LafargeHolcim became the first global building materials company to actions. sign the United Nations Global Compact’s “Business Ambition for 1.5°C” initiative with intermediate targets approved by the Sci- Since 2017, the group CSR program has been overseen by a ence-Based Targets initiative (SBTi) in alignment with the net zero CSR Steering Committee, chaired by the CEO, which meets pathway. On its journey to net zero, LafargeHolcim has set the most quarterly. The responsibilities of the CSR Steering Committee ambitious 2030 climate goals in its industry and has partnered with are to establish group CSR ambitions, validate the group CSR the SBTi to define its net zero roadmap beyond 2030. Going one step strategy and guide and monitor implementation on progress further, the Group has set a target to reduce its transportation and towards the group objectives. fuel related scope 3 emissions by 20% by 2030 - showing its commit- In 2018, the group announced the launch of its new CSR ment to contribute its share along its entire value chain. program referred to as SustainAgility. Mid-term objectives and The group’s vision for the built environment rests on four strategic performance results of the SustainAgility program are reported pillars: Climate and Energy, Circular Economy, Environment and on annually within the group’s Universal Registration Document Community. In the center of all the group’s activities to address the and available on the group’s website. four drivers is Innovation. LafargeHolcim will continue to develop Since 2019, the group is committed to reduce its emissions innovative products and solutions for the built environment, satisfy- to achieve 2°C target under the Science Based Targets initiative ing a continuously growing market demand for sustainable solutions. (SBTi) and since 2003, Imerys discloses its progress in the In 2020 the Group introduced ECOPact, the industry’s broadest CDP Climate Change questionnaire. range of green concrete, delivering high performing, sustainable and circular benefits. By year end ECOPact was available in ten markets Memberships, commitments and assessments across the globe. It also introduced its EcoLabel, which transparently Imerys became a signatory member of the United Nations brands all cement and concrete with at least 30% lower CO2 foot- Global Compact in 2016, supports the ambitions of the United print compared to local industry standard or 20% recycled content. Nations Sustainable Development Goals and has duly identified External commitments & recognition within the SustainAgility program the policies and practices within its operations that directly or indirectly contribute With its integrated approach to sustainable development, Lafarge- to these sustainable development objectives. Holcim aims to embrace the UNGC principles. The group was again included in the FTSE4Good index in 2020 and has been rated The group also participates in the annual EcoVadis ESG “Prime status” by ISS Oekom. assessment and received a platinum rating (74) ranking it in the 99th percentile. Initiative Commitment / assessment

SBTi Target set at well below 2°C Initiative Commitment / assessment

CDP Climate Change A (Included in the A List) SBTi Target set at 2°C

CDP Water A- CDP Climate Change B

MSCI BBB MSCI AA

Sustainalytics 20.6 (Medium Risk) Sustainalytics 31.4 (High Risk)

Additional information Additional information www.lafargeholcim.com/sustainable-development www.imerys.com/group/our-group/our-commitments

118 GBL – Annual Report 2020 Umicore is a leader in metal-related materials that answer the For Webhelp, economic performance and societal commitments, call for clean air, clean mobility and resource efficiency. far from conflicting, actually feed into each other and will enable Webhelp to achieve its vision of “making business more human”. Umicore is technology leader in emission control catalysts for Making business better, more efficient and more respectful is light-duty and heavy-duty vehicles and for all fuel types, and in what makes company last because a healthier, sounder and more rechargeable battery materials for electromobility. The group is dynamic world is, after all, good for business. also a leader in the recycling of increasingly complex metal- containing materials, able to close the metals loop with its Webhelp operates with a high level of social responsibility, and customers and to recover over twenty precious and non-ferrous the determination to conduct business in an ethical, fair and metals across its activities from industrial residues, electronic enlightened way challenges the group to be better for its people, scrap, rechargeable batteries, automotive and industrial its communities and the planet. In 2020, the group has catalysts and more. Umicore transforms the recovered materials announced it ESG strategy, structured around four pillars: into pure metals for new sustainable products. -- People: striving to create a future and a career path for Sustainable sourcing is core of Umicore’s practices, where individuals traditionally remote from the labor market (impact consistently over half of input materials are from secondary sourcing), creating the best inclusive working environment for sources, with an unwavering pursuit of ethical raw materials all (D&I roadmap) and committing to health and well-being supply. The group remains the first cathode material producer through its WebHEALTH program to offer certified materials from a clean and ethical origin to its customers. -- Planet: implementing and updating yearly its policy to reduce In 2020, Umicore achieved a Platinum EcoVadis rating, placing its carbon footprint in line with the 1.5/2°C COP21 target the group among the top 1% of their industry peers. Thanks to through purchasing & consuming more responsibly, reusing, commitment to continuous improvement across operations and recycling & limiting waste and commuting in a smarter way despite continued growth of activities, Umicore successfully -- Progress: committing to high ethical standards through minimized the impact of its operations over the course of its controls & governance such as its Code of Conduct and its Horizon 2020 strategy. worldwide, internal/external whistleblowing platform and Building on the success of Horizon 2020, Umicore is now developing sustainable partnerships preparing to move into a new strategic phase as of 2021, and will -- Think Human Foundation: supporting local associations to communicate on its ESG strategy and ambitions towards the create equal opportunity for access to education, fighting end of the first half of 2021. social barriers through professional integration and Initiative Commitment / assessment transmitting digital skills in all Webhelp Countries. CDP Climate Change D Accreditations CDP Water C Since 2012, Webhelp is committed to the UN Global Compact, which supports responsible social practices. MSCI AAA

Sustainalytics 29.1 (Low Risk) In 2020, Webhelp has been reporting information under the Sustainability Accounting Standard Board (SASB) framework. Examples of local accreditations: Label RSE Engagé 3 stars (in France), Exemplary (AFNOR), Silver 58 (Ecovadis).

Initiative Commitment / assessment

CDP Climate Change D

Additional information www.umicore.com/sustainability Additional information annualreport.umicore.com www.webhelp.com/en-gb/about-us/social-responsibility/

GBL – Annual Report 2020 119 Sustainability is an integral part of Mowi overall growth strategy At GEA, sustainability and value creation are inextricably inter- and ambitions to increasing the world’s access to healthy and twined. They serve as its guideline for entrepreneurial decisions and sustainable food from the ocean, while having a positive long-term the further advancement of the group. GEA’s understanding of economic and social impact. sustainability implies that the group assumes responsibility for the way it handles its business and its economic, ecological and social Mowi’s Sustainability Strategy is centered around Mowi’s guiding impacts while ensuring transparency of reporting in this field in principles Planet and People and underpins commitments across accordance with the GRI Standards. GEA monitors and communi- the group social and environmental performance through the cates its contribution to the Sustainable Development Goals. value chain. Mowi’s commitments are set to make our business futureproof and are aligned with the UN Sustainable Development GEA allocates Corporate Responsibility within the company’s Goals and they allow the group to unlock the potential of the organizational structure with direct reporting line to the Executive ocean as a food source for present and future generations. Board and is optimizing the organizational integration of its respon- sibility for sustainability. In 2020, GEA implemented new manage- Mowi has been at the forefront of technological advances ment systems to further strengthen its high standards of Compli- transforming aquaculture industry practices and Mowi is engaged ance and Corporate Responsibility associated with new and updated with multiple stakeholders to promote open and honest dialogue policies. These documents apply to all employees worldwide and and ensure the constant improvement of regulations and ensure a common understanding of corporate behavior. With environmentally and socially responsible practices. reference to the Covid-19 pandemic, GEA set up a crisis manage- Frameworks and performance ment team to keep its workforce safe and maintain production in the extraordinary circumstances of the pandemic. In 2020, for the 2nd year in a row, Mowi has been ranked as the world’s most sustainable protein producer by the FAIRR GEA sets and strives to achieve concrete short- and long-term goals Initiative, the leading sustainability initiative supporting investor related to quality, occupational health and safety and environmen- decision-making on the protein sector. Mowi’s practices in terms tal protection based on targets and actions. They are monitored of antibiotics use were recognized as best practices globally while continuously and communicated annually. In addition, the manage- Mowi has been achieving high scores in climate, biodiversity and ment systems and respective actions and results are audited by food safety areas. external certifiers and auditors. GEA’s corporate claim encapsulates its key value proposition “engineering for a better world”. In this Since 2019, the group is committed to reduce its emissions way, GEA sets itself the goal of designing value-added processes in a to achieve well-below 2°C target under the Science Based Targets responsible manner and contributing to the sustainable manage- initiative (SBTi) and it discloses, from 2020, its progresses under ment and protection of natural resources with increasingly efficient the Task Force on Climate-Related Financial Disclosures products and process solutions for customers. GEA continues its framework. efforts to become even more sustainable by further strengthen its commitment to sustainability and increase the visibility. Initiative Commitment / assessment

SBTI Well-below 2°C Frameworks and performance CDP Climate A, Climate Leader The policies and guidelines are all based on international standards and herewith follow the “Guidance on Social Responsibility” (ISO Coller FAIRR Index #1 Most Sustainable Protein Producer 26000) and the UN Global Compact initiative. The group also MSCI AA pledged to respect human rights and generally accepted core labor Sustainalytics 25.9 (Medium Risk) standards of the ILO and it fully abides by the OECD Guidelines for Multinational Enterprises. GEA participates in the annual EcoVadis CSR performance monitor- ing scheme (2020: “Silver”) and is “A list” scored in CDP’s water security rating and A- scored for the climate change rating.

Initiative Commitment / assessment

CDP Climate Change A- CDP Water A, Water leader MSCI A Sustainalytics 25.8 (Medium Risk)

Additional information Additional information www.mowi.com/sustainability www.gea.com/en/company/corporate-responsibility/index.jsp

120 GBL – Annual Report 2020 As a leading supplier of affordable personal hygiene products, Parques Reunidos engage in its business with the aim of creating Ontex believes that sustainable business practices contribute sustainable value, taking into consideration the interests of its to genuine business success. The group has an opportunity - and employees, customers, shareholders, investors, and in general all an obligation - to drive positive change. the entities or individuals that can reasonably be expected to be significantly affected by the group or the group’s products and Ontex is committed to achieving climate neutral operations by services, or whose actions can reasonably be expected to affect 2030 and moving towards a circular business model. The group the ability of the organization to successfully implement its wants to create a positive impact in our supply chain and strategies and achieve its objectives regenerate natural resources. Ontex aims to enhance transparency and lead the way to a fair society. Through its 2020-2025 sustainability strategy and the participation in the UN Global Compact, Parques Reunidos is By mobilizing its people, its suppliers, its customers and its working to achieve the Sustainable Development Goals, consumers, Ontex aims to actively contribute to the achievement integrating into the day-to-day operations, the growth of the of the UN’s Sustainable Development Goals. business, the development and protection of people, and the Ontex’s sustainability approach is based on 4 pillars: minimization of environmental impacts and protection of the environment. -C- limate action -- Circular solutions The strategy is organized around three pillars, each of which has specific associated initiatives to guarantee its success, with the -- Building trust goal of creating shared value by following environmental, social -- Sustainable supply chain and governance principles. Within that strategy, the health and safety of its guests and team members, the climate change These four areas form the basis of the group’s strategy, and are all mitigation actions, and the animal welfare of the animals in its interconnected. For example, working to implement circular zoos and marine life parks are the main focus areas. solutions will have an impact on climate change. Creating transparency throughout the supply chain will increase trust In 2020, Parques Reunidos has been disclosing information across all identified stakeholders, in Ontex and its products. under the Global Reporting Initiative (GRI) Standards, option Core, and will continue issuing Annual Sustainability Reports 2020 achievements under the same framework.to ensure transparency and foster -- 100% renewable electricity for the group’s European plants continuous improvement.

-I- nauguration of solar rooftop in Segovia, providing more than Parques Reunidos Foundation 20% of the plant’s electricity needs The Parques Reunidos Foundation goal is to contribute to -C- arbon neutral production in 2 of the European plants creating a more sustainable society, enabling vulnerable -C- ompletion of an innovation project to add recycled content in communities who have special needs to easily access educational the group’s plastic bags and entertaining experiences at Parques Reunidos, as well as preserving biodiversity by supporting research and raising -M- aintained 100% certified or controlled wood-based raw awareness about sustainability. materials -- 96% organic cotton The Parque Reunidos Spirit framework includes all the social and biodiversity protection actions under Children and Health, -C- DP Climate: increased to B score Social Inclusion, Education and Awareness and Biodiversity and -C- DP Forest: increased to B score Research areas of actions, carried out by the parks and by the -M- SCI: maintained AA score Parques Reunidos Foundation itself.

Initiative Commitment / assessment

CDP Climate Change B MSCI AA

Additional information Additional information www.ontex.com/sustainability www.parquesreunidos.com/en/commitment/

GBL – Annual Report 2020 121 Risk management

123 Main risks 123 Specific risks related to the participations 124 Risk management and internal control 124 Identification, assessment and control of risks at GBL 126 Risk mapping 2020

This section presents a summary table that categorises the main risks related to GBL’s activities and the various factors and measures mitigating their potential negative impact.

The risk mapping and a schematic representation of the risk identification, assessment and control process can be found on page 123. The section ends with a detailed description of the internal control and risk management system’s formalisation based on the COSO model.

122 GBL – Annual Report 2020 MAIN RISKS RISK FACTORS MITIGANTS

Exogenous - C hanges in financial markets, notably with regards - G eographic and sector diversification of the portfolio with to the volatility of share price and interest and differentiated cyclical exposure Risks associated with shifts foreign exchange rates - O ngoing legislative monitoring in external factors such as - C hanges in macroeconomic variables (growth - S ystematic monitoring and analysis of macro­economic economic, political or rates, monetary policy, inflation, commodity scenarii, markets and investment thesis legislative change prices, etc.) - R egulatory or budgetary policy changes involving, for example, tax reform or new legal obligations - Specific developments affecting certain geographic areas (Eurozone, emerging countries, etc.)

Strategy - D iffering visions or understanding of the - F ormal decision-making process involving all governance assessment of strategic priorities and bodies and the management Risks resulting from the inherent risks - O ngoing monitoring of key performance indicators and definition, implementation and - V alidity of the parameters underlying regular updates of assumptions and forecasts continuation of the group’s investment thesis - P eriodic portfolio review at different guidelines and strategic - G eographic or sector concentration hierarchical levels developments of investments - Portfolio diversification

Cash and cash equivalents, - A ccess to liquidity - R igorous and systematic analysis of considered financial instruments and - Debt leverage and maturity profile transactions financing - Quality of counterparties - Definition of trading limits - Relevance of forecasts or expectations - D iversification of investment types and counterparties Risks associated with the - Interest rate exposure - Strict counterparty selection process management of cash and cash - Developments in financial markets - M onitoring of the liquidity profile and limitation equivalents, financial - Volatility of derivative instruments of net indebtedness instruments and financing - F ormal delegations of authority with the aim to achieve appropriate segregation of duties - S ystematic reconciliation of cash data and the accounting

Operations - C omplexity of the regulatory environment - I nternal procedures and control activities regularly - Adequacy of systems and procedures reviewed Risks resulting from - Exposure to fraud and litigation - I mplementation of delegations of authority to ensure an inadequacies or failures in - Retention and development of employees’ skills appropriate segregation of duties internal procedures, staff - Maintenance of and investments in IT systems management or systems in - Hiring, retention and training of qualified staff place. Risk of non-compliance - I nternal Code of Conduct and Corporate with quality standards, Governance Charter contractual and legal provisions and ethical norms

SPECIFIC RISKS RELATED GBL indirectly faces specific risks related to the adidas: www.adidas-group.com TO THE PARTICIPATIONS participations, which are identified and addressed SGS: www.sgs.com by the companies themselves within the framework Pernod Ricard: www.pernod-ricard.com of their own internal control. The analysis conducted LafargeHolcim: www.lafargeholcim.com by these companies in terms of risk identification Imerys: www.imerys.com and internal control is described in the reference Umicore: www.umicore.com documents available on their website. Webhelp: www.webhelp.com Mowi: www. mowi.com GEA: www.gea.com Ontex: www.ontexglobal.com Parques Reunidos: www.parquesreunidos.com Sienna Capital: www.sienna-capital.com

GBL – Annual Report 2020 123 RISK MANAGEMENT AND INTERNAL CONTROL GBL’s Board of Directors is responsible for assessing the risks inherent to the GBL group and the effectiveness of the internal control system. With regards to risk management and internal control, the Belgian legislative framework consists of the law of December 17, 2008 (application of European Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts) and the law of April 6, 2010 (the so-called “Corporate Governance” Law). The 2020 Belgian Corporate Governance Code also includes provisions on that topic. Besides, the IFRS 7 standard defines additional requirements for the management of risks related to financial instruments. Since 2006, GBL has formalised its internal control and risk management system based on the COSO model (1). The COSO methodology is based on five areas: the control environment, risk assessment, control activities, information and communication, and supervision and monitoring.

IDENTIFICATION, ASSESSMENT AND CONTROL OF RISKS AT GBL

Identifying and Assessing Responding to Verifying and validating risks risks and putting controlling the list of risks in place control risks procedures

Desk research Risk appetite Accepting / Board of Directors mitigating / rejecting / transferring risks

Update of the list Definition of Implementing / Audit Committee of risks assessment scales adapting /testing control activities

Internal meeting Assessment workshop

List Risk mapping

Verification of Validation control systems

Whistle blowing procedure

Assessment of Workshops with applicable risks and GBL’s key people their level of control

124 GBL – Annual Report 2020 1. Control environment 2. Risk analysis 1.1. The company’s objective GBL has set up a formal risk analysis and assessment process since 2006. GBL’s primary objective is to create, over the long term, value for The Audit Committee carries out a thorough exercise for the its shareholders. GBL strives to develop a quality portfolio focused identification of risks faced by GBL and their ranking every three years. on a targeted number of companies that are leaders in their sector The risks identified during the last assessment carried out in 2018 are and in which it can play an active role as as an engaged and responsible presented on pages 125 to 129. shareholder creating value over the long term. The portfolio will evolve over time while remaining balanced in terms of sectorial and geographic Furthermore, the risks and their level of control are reviewed annually, diversification. notably based on changes in the portfolio, economic parameters or the control environment. GBL invests and divests depending on companies’ development and market opportunities in order to achieve its objective of value creation, The Audit Committee reviews the analysis and assessment of the while maintaining a solid financial structure. risks performed by the Management, and validates the operational effectiveness of the internal control systems. When necessary, it ensures Internal control at GBL contributes to the safeguarding of assets and the that the CEO implements a corrective action plan. control and optimisation of transactions. It aims at providing reasonable assurance about achievement of the objectives of compliance with laws The current level of control of these risks (see “Control activities” below) and regulations in force and the reliability of accounting information and appears sufficient and no additional measures are required to be financial reporting. Like any control system, it can only provide a implemented. reasonable assurance that the risks of errors or fraud are totally controlled or eliminated. Specific risks related to GBL’s participations Each of GBL’s strategic investments is exposed to specific risks which, 1.2. Role of the governance bodies if they were to materialise, could lead to a change in the overall value of GBL has a Board of Directors, a Standing Committee, a Nomination, GBL’s portfolio, its distribution capacity or its results profile. The bulk Remuneration & Governance Committee and an Audit Committee. Their (88%) of GBL’s portfolio at year-end 2020 was composed of twelve respective modes of operation are described in page 220 and from participations which themselves analyse their risk environment. These pages 233 to page 235. The Audit Committee is in charge in particular of are described and analysed in their respective management reports and checking the effectiveness of the company’s internal control and risk registration documents in accordance with legislation in force. management systems. In this context, the Audit Committee also monitors GBL is also exposed to risks related to its investments carried out the proper application of a whistle blowing procedure. The majority of its through Sienna Capital which nevertheless currently account for 12% members, all of whom are designated by the Board, are independent of the portfolio value. Directors. The Chairman of the Audit Committee is appointed by the members of the Committee and cannot be the Chairman of the Board of Risks specific to GBL Directors. 1. Risk related to strategy implementation 1.3. Risk culture The strategy must reflect a clear vision that addresses share­holders’ GBL aims at investing in companies that offer potential for value creation expectations. It must be shared by the CEO and carried out through in the long term. New opportunities and portfolio management are operational action plans, based on appropriate assumptions, in order to monitored continuously at the highest level (see “Portfolio risk” in avoid the risk of inefficient implementation and failure to comply with the page 125). The divestment policy (as detailed in page 37 of the “Portfolio value creation objectives. management strategy” section) aims at disposing of investments that no 2. Portfolio risk longer meet the group’s investment criteria. The composition of the portfolio may involve a particular exposure 1.4. Professional ethics to certain sectors, certain geographic areas or certain regulations. GBL has adopted a Corporate Governance Charter and a Code of Conduct Investment and divestment decisions must be based on sufficient and that are regularly updated and aim to ensure conduct that is honest, adequate analyses in order to ensure that GBL’s portfolio remains ethical and complies with the laws, regulations and principles of good balanced and in line with the group’s strategic orientations. governance, by the group’s Directors and staff in the exercise of their 3. ESG risk duties. On the basis of an in-depth internal analysis, GBL has decided not 1.5. Measures adapted to ensure appropriate to position an ESG risk in the risk mapping as it is a combination competence of areas of focus which cannot be assessed based on a single, The Nomination, Remuneration & Governance Committee reviews common evaluation grid. Indeed, and similarly to its ESG approach, candidacies and seeks to ensure that a satisfactory balance GBL’s exposure to ESG risks is dual. GBL is, on the one hand, directly is maintained within the Board of Directors in terms of its members’ exposed to ESG-related risks, as an employer and a contributor to the competences, knowledge and experience, particularly in the fields of communities in which it operates. finance, accounting and investment. The Board of Directors conducts on On the other hand, GBL is indirectly exposed to ESG risks in its quality a regular basis, at intervals of no more than three years, assessments of of responsible investor. Additionally, and although environmental, social itself and its Committees in terms of size, composition and performance. and governance risks are considered with the same underlying goal of In this context, it also examines regularly the interaction between carrying out sustainable activities in the long term, they remain largely non-executive Directors and the CEO. diverse in nature, rely on a variety of fundamentals and require different Furthermore, a recruitment process suited to the profiles sought, evaluation criteria. appropriate training and a remuneration and evaluation policy based Consequently, GBL’s ESG risk exposure will remain assessed indirectly, on the achievement of targets enable to ensure the competence of as described in the ESG section (pages 94 to 121). GBL’s staff. 4. Stock market risk GBL is exposed, given the nature of its activities, to stock market fluctuations within its portfolio. Moreover, stock market volatility may impact GBL’s share price.

(1) The COSO (Committee of Sponsoring Organisations of the Treadway Commission) is a recognised private, international, non-governmental organisation active in the areas of governance, internal control, risk management and financial reporting

GBL – Annual Report 2020 125 RISK MAPPING 2020

Very high . 1 Risk related to strategy 9. Interest rate risk 15. Risk related to financial and implementation 10. Risk related to derivative non-financial reporting High 2. Portfolio risk financial instruments 16. Risk of delegation of authority Medium 3. ESG risk (1) 11. Eurozone risk 17. Risk of non-compliance with professional Low . 4 Stock market risk 12. Legal risk practices and ethics standards 5. Change risk 13. Tax risk in the current legal and 18. Risk related to IT infrastructure 6. Counterparty risk regulatory environment 19. Risk related to information access 7. Treasury risk 14. Tax risk related to legal and management (IT and non IT) 8. Liquidity risk regulatory changes 20. Risk related to human resources

Risk mapping provides indicative information, which may change at any time, particularly depending on market conditions. GBL makes no declarations or warranty and takes no undertaking as to the relevance, accuracy or completeness of the information that it contains.

4 Impact scale

11

14

17 2 15

1 12 13

8 6 19 5

10

16 7 20 18

9 Probability of occurrence

(1) The ESG risk has been isolated since 2017 and is not subject to an individual assessment in terms of impact scale and probability of occurrence, remaining assessed through other identified risks, as explained further in this chapter.

126 GBL – Annual Report 2020 5. Foreign exchange risk 17. Risk of non-compliance with professional practices GBL is exposed to foreign exchange risk that may have an impact on its and ethics standards portfolio value through investments listed in foreign currencies, as well GBL is exposed to the risk that behaviour and decisions of its managers as on the dividend flows it receives. or employees, whether individually or collectively, may not comply with professional practices and ethics standards it endorses. GBL’s historic 6. Counterparty risk performance, its investment policy, its behaviour as a shareholder and Counterparty default risk occurs primarily within the framework its approach to ethics and governance contribute to the group’s renown. of deposit, drawdown under the credit lines, hedge transactions, Preserving this is essential, as a failure to do so could trigger financial purchase/sale of listed shares, derivative financial instruments or other losses and harm the group’s image. transactions carried out with banks or financial intermediaries, including collateral transactions. 18. Risk related to IT infrastructure This risk relates to the general IT environment (including hardware, 7. Treasury risk network, back-up system, software, etc.). The infrastructure and A lack of control over cash inflows, outflows and investments in money developed tools must address GBL’s operational needs in an appropriate market instruments may have significant financial consequences. manner. Any failure must be anticipated or resolved without any impact on the group’s activities. 8. Liquidity risk GBL’s financial resources are not sufficient to implement its investment 19. Risk related to information access management strategy and to meet its obligations. The security of the systems and information access management must ensure that no transaction violates the existing control procedures and 9. Interest rate risk that no information is used by unauthorised persons. GBL is exposed, given its financial position, to changes in interest rates that could have an impact on both its debt and its cash. 20. Risk related to human resources The group has to recruit, retain and develop the human resources 10. Risk related to derivative financial instruments required to ensure that it operates effectively and achieves its objectives. The value of derivative financial instruments evolves depending on market conditions. Use of such instruments must comply with the 3. Control activities prerequisites in terms of technical analysis as well as legal documentation to ensure that these instruments are effective Control activities encompass all measures taken by GBL to ensure and meet GBL’s strategy. that the identified key risks are appropriately controlled. Risk prioritisation has been carried out based on impact (financial, 11. Eurozone risk reputational, legal or operational) and occurrence criteria. The transactions carried out by GBL are mainly denominated in euros. The European Union and the Eurozone have been weakened over the This analysis revealed that GBL is exposed simultaneously to: past years notably by political tensions and the Brexit process in - exogenous risks, whose materialisation depends on factors outside progress. its control but whose impact the group aims at limiting; - e ndogenous risks that arise from its own environment. 12. Legal risk As a company listed on a regulated market and as an investor in The specific risks related to the participations are identified and industrial, consumer goods and business services companies, GBL is addressed by the companies themselves within the framework of their subject to many statutory and regulatory provisions. In the course of its own risk management and internal control. The table on page 123 activities and through its strategy, in addition to complying with those mentions links to the websites where these companies’ analyses rules, GBL must also monitor them so that changes therein are conducted on risk identification and internal control can be found. appropriately taken into account in the management of its activities Exogenous risks and governance. Exogenous risks related to external factors, such as market developments 13 - 14. Tax risk related to current legal and regulatory framework and economic, political and regulatory changes, may have a major impact and related to legal and regulatory changes on GBL’s operating environment and performance. Exogenous risk GBL must manage and foresee the tax implications of all its strategic factors are, by definition, generated outside the company’s scope of decisions, comply with its legal and tax reporting obligations and control and therefore their occurrence cannot be controlled. However, monitor potential changes in the Belgian and international legal these risks can be assessed in order to find solutions that mitigate framework to avoid any risk of non-compliance that could have negative their impacts. effects. Given the complexity of the current and constantly changing - Stock market risk: stock market fluctuations are inherent to environment, it is all the more important that GBL controls and the company’s activity and may be mitigated only by adequate effectively monitors this tax risk. diversification, thoughtful investment or divestment decisions and ongoing anticipation of market expectations. This risk and the related 15. Risk related to financial and non-financial reporting mitigants are closely tied to the portfolio risk referred to below. Complete, reliable and relevant information is a key element - Eurozone risk: changes to the economic and political context of management and governance and is also central to GBL’s in the group’s areas of activities are monitored particularly closely communication. Competent teams in charge of producing that in terms of exposure and assessment of potential impacts, and information and appropriate information systems must enable the group’s needs to adapt its investment strategy or implement to control the risk that financial and non-financial information is not specific action plans. prepared in a timely manner, is incomplete or is not understandable to the reader. Furthermore, budgets and projections are supports to - L egal, tax and regulatory changes: GBL strives to anticipate the decision-making and management control. Their reliability and relevance regulatory changes (administrative or legal) to which it is subject can influence the group’s performance. in order to avoid any risk of non-compliance or adverse impact on the attractiveness of an investment. The group therefore takes such 16. Risk of delegation of authority changes into account in its objectives in terms of performance and An inappropriate definition or the failure to comply with signing respect of shareholders and third parties. authority and delegation of authority could commit GBL to unauthorised transactions. A control environment that fails to ensure the segregation of duties and to preserve the group from fraud could result in financial losses and harm its image.

GBL – Annual Report 2020 127 - Interest rate risk: GBL’s gross indebtedness is mainly at fixed rate. As an indication, as of December 31, 2020, and on the basis of the ratings Regarding its cash position, GBL has chosen, despite the negative assigned by S&P, 35% of the committed credit lines were with banks with interest rate environment imposed by the European Central Bank, a credit rating of A+, 18% with banks with a credit rating of A and 47% to continue to favor liquidity while limiting counterparty risk. with banks with a credit rating of A-. On the basis of the ratings assigned The cash is placed at very short term and is subject to precise by Moody’s, as of December 31, 2020, 44% of the committed credit lines monitoring depending on changes in market conditions and constraints were with banks with a credit rating of Aa3, 9% with banks with a credit specific to GBL. In this regard, the group remains attentive to the rating of A1 and 47% with banks with a credit rating of Baa1 (1). Credit evolution of rates and their relevance in the general economic context. ratings may, however, not reflect the potential impact of all risks related - Foreign exchange risk: GBL hedges this risk for declared dividends to GBL’s counterparties and may be subject to revision, suspension, while it remains exposed to foreign exchange fluctuations directly reduction or withdrawal at any time by the relevant credit rating agency. impacting its portfolio value. Nevertheless, geographic and sector Moreover, as of December 31, 2020, most of the cash was placed in diversification makes it possible to reduce the risk of exposure money market funds (SICAVs) selected on the basis of their size, volatility to a particular foreign currency. and liquidity, and in current account deposits with a limited number of Endogenous risks tier 1 banks. All financial contracts (including ISDAs) are internally The endogenous risks related to GBL’s activities are the following: reviewed by the legal department. - Risk related to strategy implementation Treasury risk - Portfolio risk Treasury transactions are subject to documented limits and rules, formal - ESG risk delegations of authority, segregation of duties and reconciliation of - Counterparty risk treasury data with the accounting. Appropriate IT tools are used, notably - Treasury risk enabling to monitor cash positions, carry out cash flow projections, assess return on cash placements. - Liquidity risk - Risk related to derivative financial instruments Liquidity risk - T ax and legal risk in the current legal and regulatory environment GBL has a solid liquidity profile ensuring it has readily available resources to quickly seize investment opportunities, support its portfolio - Risk related to financial and non-financial reporting companies in the event of a capital increase, honor the group’s - Risk of delegation of authority commitments, notably in respect of Sienna Capital and the debt towards - Risk of non-compliance with professional practices and ethics standards Webhelp’s minority shareholders, guarantee the payment of its dividend, - Risk related to IT infrastructure meet its requirements in terms of debt service, as well as ensure the - Risk related to information access management payment of its current expenses. - Risk related to human resources GBL also maintains a limited net indebtedness in comparison to its portfolio value. Risk related to strategy implementation GBL’s financial flexibility is in particular ensured by the group’s cash The composition of the portfolio resulting from the implemented management policy which is conservative in terms of investment horizon, strategy is a key performance element for GBL with a view to creating by its committed credit lines, none of which has financial covenants, value for its shareholders. The related decisions are analysed and whose undrawn amount and maturity profile are maintained at approved in accordance with the process described below (see “Portfolio appropriate levels and by GBL’s access to capital markets, eased by the risk”) by various governance bodies which ensure that they are in line assignment by S&P and Moody’s of attractive longterm issuer credit with the group’s strategic direction. Furthermore, the assumptions on ratings. which the analyses are based and the underlying forecasts are regularly assessed and adjusted when necessary. Risk related to derivative financial instruments Portfolio risk Transactions in this field require the approval of the Board of Directors, which may delegate proper execution to the CEO. The transactions are GBL seeks to mitigate this risk by selecting high-quality assets, carried out within the framework of well-established documentation and leaders in their sectors and by diversifying its portfolio. Any investment predefined budgets and limits. They are subject to specific and appropriate or divestment is the subject of in-depth analyses, performed according prior analysis and systematic monitoring. GBL has also put in place strict to pre-established criteria. These are reviewed by the CEO and the rules in terms of appropriate segregation of duties and internal approval Standing Committee and then approved by the Board of Directors. processes. Every financial transaction requires two signatures and is Existing investments are monitored through a systematic and regular systematically reviewed by the finance and legal departments. portfolio review carried out by the various relevant reporting levels at GBL and at every meeting of the Board of Directors. The direction of the Tax and legal risk in the current legal and regulatory environment Participations department is regularly invited to the Board meeting to GBL ensures compliance with the regulatory obligations (legal and tax present the development strategy. obligations) to which it is subject in each of the countries in which it GBL’s managers regularly meet the management of the companies in operates, with the support of skilled teams, both internally and portfolio and usually sit on their Committees and Boards of Directors. externally. A continuous dialogue is also maintained with industry experts. Moreover, GBL promotes contractual discipline which is a general matter ESG risk and is notably applied to the agreements in relation to transactions of financing and cash management, shares’ acquisition or disposal as well as The control activities related to the ESG risks are described in the ESG derivative instrument contracts. GBL must also manage, in an section (pages 94 to 121). appropriate manner, litigation in the context of its own activities. Counterparty risk GBL mitigates this risk through the diversification of its counterparties, a continuous evaluation of their quality by analysing their financial situation, and, with regards to treasury management specifically, through a choice of different types of investments.

(1) The indicated ratings assigned by S&P and Moody’s refer to either (i) the issuer rating of the ultimate parent company of the relevant bank where this entity is listed or (ii) the senior unsecured debt rating of the direct parent company of the relevant bank where this entity is unlisted (source: Bloomberg).

128 GBL – Annual Report 2020 Risk related to financial and non-financial reporting Risk related to information access management GBL publishes consolidated financial statements as well as key financial Adequate information access procedures and data protection tools are in data four times a year and an integrated sustainability report including place and tested regularly. Intrusion or cyber attack risks are continually non-financial information once a year. Those are reviewed by internal analysed and assessed to provide, if necessary, corrective actions. committees and then by the Audit Committee before being approved by the Board of Directors. Complex accounting subjects, notably in relation Risk related to human resources to the appropriate application of IFRS and to the standards’ changes, GBL strives to have skilled and sufficiently resourced teams in relation main estimates and judgments as well as specific transactions of the to the company’s needs and conducts, if required, the necessary period are discussed with the Statutory Auditor and in Audit Committee. reinforcements. Trainings are also proposed to employees based on their field of expertise in order to update and develop their knowledge Additionally, key financial data, such as the valorisation of assets, the and skills. An annual evaluation process based on the achievement budget and the revised projections, the financing means, the cash of objectives enables to ensure an appropriate assessment of the management and the access to liquidities, are presented and are performance of GBL’s employees. Finally, GBL grants to its employees discussed in-depth during those meetings. Lastly, the Statutory Auditor a fulfilling working environment, an attractive remuneration policy and carries out its audit procedures, comments on the way its assignment is ensures the alignments of the employees’ interests with the achievement proceeding and presents its conclusions to the Audit Committee. of the group’s strategic objectives. The consolidation process is based on a centralised accounting IT system in place in the group’s subsidiaries which ensures consistency and 4. Information and communication comparability of the chart of accounts and accounting treatments. GBL has developed a standardised information flow process in order Transaction’s accounting recording is based on an appropriate to communicate reliable financial information to shareholders in a timely segregation of duties, a review of non-recurring operations by the manner. GBL has been applying IFRS requirements since 2000. financial department, an appropriate documentation of operations carried out in relation to treasury and investments, and a documentation Its assessment rules and accounting principles are published every of the reconciliation process between the different systems. year in its annual report. Standardised financial reporting is used both upstream and downstream within GBL group in order to ensure the Risk of delegation of authority consistency of data and to detect potential anomalies. The company relies on a system of internal authorities adapted to its A financial calendar for this reporting is established every year in operations and appropriate separation of duties procedures. The Articles consultation with the controlling shareholder, the subsidiaries and of Association provide that the company can be validly represented by the associated companies based on the publication dates. two Directors. Additionally, the CEO has a large degree of autonomy in the context of day-to-day management, which is not limited to the The Investor Relations department ensures that significant transactions execution of the decisions of the Board of Directors but encompasses all and important changes within the group are communicated in an acts necessary to ensure GBL’s normal course of business. Finally the accurate and timely manner. Board of Directors can assign special mandates which require the prior approval of at least two individuals to represent validly GBL vis-à-vis 5. Supervision and monitoring third parties. Supervision is exercised by the Board of Directors through the Audit Risk of non-compliance with professional practices Committee. Given the structure and nature of GBL’s activities, there is and ethics standards no internal auditor’s function. This situation is assessed on a yearly GBL seeks to play a leading role in promoting and implementing good basis and has so far been deemed appropriate. professional practices and ethics standards. The group intends to achieve The Statutory Auditor (Deloitte Reviseurs d’Entreprises) also reviews its objective of value creation through a long-term strategy in strict on a yearly basis the internal control on the risks related to GBL’s compliance with the ethical principles set out in the Code of Conduct and financial statements. This review of internal control forms part of its the Corporate Governance Charter which apply to the group’s Directors assignment of certifying GBL’s statutory and consolidated financial and staff. The control system that has been put in place takes into statements in compliance with audit standards applicable in Belgium. account the control activities carried out to prevent the risk of More specifically, the Statutory Auditor tests, on the basis of a triennial inappropriate behaviour within the company’s various operating cycles rotation plan, the operational effectiveness of internal control with (including segregation of duties, formal delegation of authority, effective regards to risks that are deemed critical in relation to the financial IT and information management systems, etc.). In addition, GBL’s values ​​ statements. Its work consists of discussions with members of the are shared with employees through, among other things, regular organisation while testing a given number of transactions. information sessions and an environment that encourages ethics and good business conduct. The conclusions of this work are presented in a report submitted to GBL and do not reveal any major deficiencies in the internal control. Risk related to IT infrastructure The report is submitted to the members of the Audit Committee. An appropriate IT architecture has been put in place that meets GBL’s requirements in terms of functionalities, security and flexibility. A back-up plan has been implemented to ensure recoverability of data and continuity of operations in the event of a system failure. Furthermore, a thorough analysis of the adequacy of the architecture to GBL’s needs is carried out at regular intervals, to ensure its effective operation and its consistency with technological developments and, when necessary, to put in place corrective action plans.

GBL – Annual Report 2020 129 GBL share

KEY SHARE INFORMATION (situation as of December 31, 2020)

- Total number of shares issued and outstanding: 161,358,287 - Fully paid-up share capital: EUR 653.1 million - One class of shares: all shares have the same rights to dividends and voting rights. Voting rights linked to GBL shares held by the company itself or by its direct and indirect subsidiaries are suspended. - Market capitalisation: EUR 13.3 billion - L isted on the Euronext Brussels stock exchange - Included in the BEL20 index, which represents the 20 largest listed companies in Belgium. GBL is the 6th largest company in the index, with a weight of 6.9%. - Included in the STOXX 600 Financial Services index. GBL is the 11th largest company in the index, with a weight of 2.8%. - RIC: GBLB.BR - Bloomberg: GBLB BB

Market capitalisation over 10 years In EUR million

16,000 15,161 15,000 14,521

14,000 13,315 12,720 13,000 12,863 12,000 10,767 12,276 11,000 11,416 9,704 10,000

9,000

8,000 8,312 7,000

6,000

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

130 GBL – Annual Report 2020 130 Key share information 132 Shareholding structure 132 Employee and management incentive scheme 132 Shares held by GBL Directors 133 2020 proposed dividend distribution 133 Analyst coverage of GBL 133 Change in the share price in 2020 134 Stock data 134 Stock market indicators 135 Resolutions proposed to shareholders

GBL – Annual Report 2020 131 SHAREHOLDING STRUCTURE EMPLOYEE AND MANAGEMENT At year-end 2020, GBL’s share capital totalled EUR 653.1 million, INCENTIVE SCHEME representing 161,358,287 shares. GBL’s shareholding is characterised GBL has set up a long-term incentive scheme, tied to the company’s by a controlling shareholder, Parjointco Switzerland S.A., which holds performance. To this end, various employee incentive plans have been 28.2% of the outstanding shares and 43.2% of the voting rights. granted to employees and the Executive Management from 2007 to 2012

Parjointco Switzerland S.A. itself is held jointly by the Power Corporation offering entitlement, when exercised, to 161,541 GBL shares (0.1% of the of Canada (Canada) and Frère (Belgium) groups, providing GBL with a issued capital). stable and solid shareholder base. Since 1990, the two groups have been bound by a shareholders’ agreement. This agreement, which was Since 2013, plans have been set up that are a variant of the GBL stock extended in December 2012, until 2029, includes an extension possibility option plans used in previous years. For more information, please see going forward. The chain of control is presented in detail and illustrated pages 194 to 196. on page 247. As year-end 2020, GBL held 8,749,816 GBL shares directly and through its subsidiaries, representing 5.4% of the issued capital. The company concluded an agreement with a third party to improve the market liquidity of the GBL share. This liquidity agreement is executed SHARES HELD BY GBL DIRECTORS on a discretionary basis on behalf of GBL within the limits of the For information on the shares and options held by members authorisation granted by the General Shareholders’ Meeting of of GBL’s Board of Directors and the CEO, please see pages 222 to 230 April 28, 2020 and in accordance with the applicable rules. GBL did not and 236 to 237. hold shares in that respect in its portfolio as of December 31, 2020. For further information about this authorisation, please see page 250 of this report.

Simplified shareholding structure (as of December 31, 2020)

1.2% 5.4% Float - registered Treasury share

50% 28.2% Frère group Parjointco Switzerland Parjointco 28% GBL Switzerland (43%)

50% Power Corporation of Canada group

65.2% % of capital Float - (% voting rights) dematerialised

132 GBL – Annual Report 2020 2020 PROPOSED DIVIDEND CHANGE IN THE SHARE PRICE IN 2020 DISTRIBUTION The GBL share price ended 2020 at EUR 82.52 and ended 2019 The profit allocation related to the 2020 financial year will be submitted at EUR 93.96, corresponding to a 12.2% decrease. It reached a high for approval to the Ordinary General Meeting on April 27, 2021, for a total at EUR 96.22 (January 20, 2020) and a low at EUR 58.66 amount of EUR 395.9 million, compared to EUR 508.3 million granted for (March 16, 2020). The volume of transactions reached EUR 6.3 billion, the previous year. while the number of traded shares totalled nearly 83 million, with a daily average of 321,544. Based on the number of dividend-entitled shares (158,368,260), the distribution related to the 2020 financial year would correspond to a gross The velocity on free float was 71%(1). GBL’s market capitalisation as of dividend of EUR 2.50 per GBL share (which represents a 20.6% decrease December 31, 2020 was EUR 13.3 billion. compared to the amount of EUR 3.15 in relation to the 2019 financial year), being equal to EUR 1.75 net per share (it being reminded that the withholding tax rate has been uniformly set at 30% for the GBL dividend since January 1, 2016).

ANALYST COVERAGE OF GBL AlphaValue, Bank of America Merrill Lynch, Bank Degroof Petercam, CIC, Citi, Exane BNP Paribas, HSBC, ING Bank, KBC Securities, Kepler Cheuvreux, Société Générale.

Evolution of the gross dividend per share Evolution of the share price over 10 years (In EUR) (In base 100)

5% 160 GBL’s share price Stoxx Europe 50 3.5 3.15 150 3.0 4% 2.65 140 2.50

2.5 130

3% 120 2.0

110 EUR 1.5 2% 100

1.0 90 1% 80 0.5

70 0% 0.0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Gross dividend Dividend yield

(1) Source: Bloomberg, EU ticker

GBL – Annual Report 2020 133 STOCK DATA

2020 2019 2018 2017 2016

Stock price (in EUR) At the end of the year 82.52 93.96 76.08 89.99 79.72 Maximum 96.22 94.50 96.32 94.39 80.11 Minimum 58.66 74.98 73.54 78.05 64.10 Yearly average 76.46 85.87 89.63 86.32 74.30

Dividend (in EUR) Gross dividend 2.50 3.15 3.07 3.00 2.93 Net dividend 1.750 2.205 2.149 2.100 2.051 Variation (in %) - 20.6 + 2.6 + 2.3 + 2.4 + 2.4

Ratios (in %) Dividend yield 3.0 3.4 4.0 3.3 3.7 Total Shareholder Return - 8.2 28.0 (12.7) 16.8 5.1

Number of shares at December 31 Issued 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 Treasury shares 8,749,816 5,238,989 2,642,982 5,660,482 5,924,416

Net asset value (in EUR million) 20,497.9 20,349.4 16,192.7 18,888.0 16,992.2

Market capitalisation (in EUR million) 13,315.3 15,161.2 12,276.1 14,520.6 12,863.5 Variation (in %) - 12.2 + 23.5 - 15.5 + 12.9 + 1.1

STOCK MARKET INDICATORS (1) GBL is listed on the Euronext Brussels stock exchange and is part of the BEL 20 and the STOXX 600 Financial Services indexes.

2020 2019 2018 2017 2016

Traded volume (in EUR billion) 6.3 5.0 5.8 4.4 4.2 Number of traded shares (in thousands) 82,617 57,573 64,639 51,422 57,057 Average number of traded shares on a daily basis 321,544 225,864 252,496 201,657 222,013 Capital traded on the stock exchange (in %) 51.2 35.7 40.1 31.9 35.4 Velocity on free float (in %) 71 71 80 64 71 Weight in the BEL 20 (in %) 6.9 6.2 5.5 5.6 5.0 Ranking in the BEL 20 6 8 9 9 9 Weight in the STOXX 600 Financial Services (in %) 2.8 3.6 4.5 4.3 4.9 Ranking in the STOXX 600 Financial Services 11 8 6 7 6

(1) Source : Bloomberg, ticker EU

134 GBL – Annual Report 2020 RESOLUTIONS PROPOSED TO SHAREHOLDERS

Ordinary General Shareholders’ Meeting of April 27, 2021 1. Management report of the Board of Directors and reports 7. Remuneration report of the Statutory Auditor on the 2020 financial year Proposal to approve the Board of Directors’ remuneration report for the 2020 financial year. 2. Financial statements for the year ended December 31, 2020 8. Long term incentive 2.1. Presentation of the consolidated accounts 8.1. Proposal to confirm an additional allocation of options for the year ended December 31, 2020. to the CEO, made in December 2020. These options have 2.2. Approval of annual accounts for the year ended the same characteristics as the options allocated to him in the December 31, 2020. first half of 2020. These characteristics are described in the remuneration report. The underlying value of the assets of the 3. Discharge of the Directors subsidiary covered by the options granted to the CEO in Proposal for the discharge to be granted to the Directors for December 2020 amounts to EUR 4.32 million. It is specified duties performed during the year ended December 31, 2020. that the possibility for the CEO to exercise these options has, among other conditions, been subject to the approval of this 4. Discharge of the Statutory Auditor General Meeting. An additional grant of options was also Proposal for the discharge to be granted to the made in December 2020 in favor of staff members. Statutory Auditor for duties performed during the year ended 8.2. To the extent necessary, proposal to approve the stock December 31, 2020. option plan for 2021 under which the CEO may receive 5. Resignation and appointments of Directors in 2021 options relating to existing shares of a subsidiary 5.1. Acknowledgment of the resignation of Gérard Lamarche of the company. The underlying value of the assets of the as Director at the conclusion of this General Shareholders’ subsidiary covered by the options that may be granted to the Meeting. CEO in 2021 amounts to EUR 4.32 million. These options will be subject to the exercise conditions specified in the 5.2. Appointment of a Director remuneration policy. The 2021 stock option plan will also Proposal to appoint Jacques Veyrat as Director for a four-year benefit staff members. term and to acknowledge the independence of Jacques Veyrat who meets the criteria listed in Article 7:87, §1 of the Code on 8.3. Report of the Board of Directors drawn up pursuant to companies and associations and included in the GBL Article 7:227 of the Code on companies and associations Corporate Governance Charter. with respect to the guarantees referred to in the following resolution proposal. 5.3. Renewal of Directors’ term of office 5.3.1. P roposal to re-elect for a four-year term, in his capacity 8.4. Pursuant to Article 7:227 of the Code on companies and as Director, Claude Généreux whose current term of associations, to the extent necessary, proposal to approve office expires at the conclusion of this General the grant by GBL of guarantees to one or several banks Shareholders’ Meeting. with respect to the credits granted by that or these banks to one or several subsidiaries of GBL, permitting the 5.3.2. P roposal to re-elect for a four-year term, in his capacity latter to acquire GBL shares in the framework of the as Director, Jocelyn Lefebvre whose current term of aforementioned plans office expires at the conclusion of this General Shareholders’ Meeting. 9. Miscellaneous 5.3.3. P roposal to re-elect for a four-year term, in her capacity as Director, Agnès Touraine whose current term of office expires at the conclusion of this General Shareholders’ Meeting and to acknowledge the independence of Agnès Touraine who meets the criteria mentioned in Article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter.

6. Resignation and appointment of the Statutory Auditor 6.1. Acknowledgment of the resignation, at the conclusion of this General Shareholders’ Meeting, of Deloitte Réviseurs d’Entreprises SCRL, represented by Corine Magnin as Statutory Auditor. 6.2. On the recommendation of the Audit Committee, proposal to appoint as Statutory Auditor PricewaterhouseCoopers Bedrijfsrevisoren-Reviseurs d’entreprises for a three-year term and to set its fees at EUR 91,000 a year exclusive of VAT. For information, it is stated that the Statutory Auditor will be represented by Alexis Van Bavel.

GBL – Annual Report 2020 135 Economic presentation of the consolidated result and the financial position

136 GBL – Annual Report 2020 138 Operational excellence 140 Key figures and historical data over 10 years 141 Economic presentation of the consolidated result 145 Economic presentation of the financial position

GBL – Annual Report 2020 137 OPERATIONAL EXCELLENCE

A balanced business model

GBL’s dividend is primarily derived from (i) the net dividend paid additional financial resources to support (i) the acceleration of net out by its portfolio companies and (ii) the contribution of Sienna asset value growth, (ii) its portfolio companies if needed and Capital to GBL’s cash earnings, after deduction of its cost (iii) the execution of the group’s share buyback program. structure. GBL’s pay-out ratio is derived from the cash earnings. As a result, GBL’s financial flexibility has been enhanced as a result of the this ratio excludes cash inflows from asset disposals (including revised dividend policy introduced in FY20. GBL will set a pay-out capital gains). GBL has a solid liquidity profile ensuring the ratio of between 75% and 100% of its cash earnings from FY21 availability of resources to implement its investment strategy onwards by way of ordinary dividend, while reserving the option of throughout the economic cycle. paying exceptional dividends in the future when and if deemed appropriate. On this basis, GBL will continue to provide an attractive dividend yield to its shareholders while releasing

Dividend distribution from Undrawn committed Asset disposal the portfolio companies and credit lines without proceeds (including contribution from any financial covenants capital gains) Sienna Capital + Gross cash – Net operating expenses – Net financial expenses – Taxes + Yield enhancement income

Cash earnings Liquidity profile

Dividend distribution Investment capacity

138 GBL – Annual Report 2020 Solid and flexible financial structure

GBL’s objective is to maintain a sound financial structure, with: for a prolonged period of time and (ii) remain below 25%. -- a solid liquidity profile; and This ratio is continuously monitored and has been consistently -- limited net indebtedness relative to its portfolio value. maintained at a level below 10% over the last 15 years. This The financial strength derived from the liquidity profile ensures conservative approach is consistent with GBL’s philosophy of resources are readily available to quickly seize investment capital preservation and allows GBL to continue investing and opportunities throughout the economic cycle. generating returns throughout the cycle. The Loan To Value ratio fluctuates primarily depending on the At year-end 2020, GBL had: deployment of capital for investments and more generally on the -- a Loan To Value ratio of 7.3%; and implementation of the portfolio rotation strategy. As part of our -- a liquidity profile of EUR 2.9 billion, consisting of gross cash for financial discipline, our target in terms of Loan To Value is to EUR 0.7 billion and undrawn committed credit lines (having no maintain it below 10% through the cycle. While the effective Loan financial covenants) for EUR 2.1 billion maturing progressively To Value ratio may exceed that threshold, it should (i) not exceed it over the 2024-2026 period.

Loan To Value

15%

9.6% 10% 8.2% 7.3% 6.9% 5.8% 5.5% 4.7% 5% 3.0% 4.7% 2.3% 4.2% 3.7% 2.8% 0.8% 2.4% 1.5% 0% 0.2%

12/2006 12/2007 12/2008 12/2009 12/2010 12/2011 12/2012 12/2013 12/2014 12/2015 12/2016 12/2017 12/2018 12/2019 12/2020

Efficient cost structure Operating expenses (1) / Net asset value 25 GBL seeks to maximise operational excellence, and maintains a strong focus on cost discipline. 20 15 As a result, operating expenses(1) as a proportion of net asset value have historically remained below 20 bps. bps 10

5

0 2016 2017 2018 2019 2020

Operating expenses / Net asset value

Yield enhancement Yield enhancement income (1) / Operating expenses (1) coverage

As a lever of value creation, GBL has historically engaged in 30 100% yield enhancement activities as a way of generating 25 additional income. They consist primarily of trading of 80% 20 derivatives and are executed by a dedicated team operating 60% on a highly conservative mandate, focusing exclusively on 15 40%

vanilla products, with very short maturities and low delta 10 EUR million EUR 20% levels, and employing strategies based on in-depth 5 knowledge of the underlying assets in portfolio. 0 0% The income generated by this activity fluctuates according 2016 2017 2018 2019 2020 to market conditions. Over the past 5 years, that income has Yield enhancement income covered on average 46% of GBL’s operating expenses(1). Yield enhancement income / Operating expenses coverage (1) As presented in the cash earnings

GBL – Annual Report 2020 139 2020 440 KEY FIGURES 2019 595 2018 456 2017 427 2016 440 2015 462 2014 453 2013 467 2012 489 Cash earnings 2011 522 0 100 200 300 400 500 600 In EUR million

2020 440 2019 595 2018 456 2020 391 2020 440 2017 427 2019 705 2019 595 2016 440 2018 659 2018 456 2015 462 2017 705 2017 427 2014 453 2016 (458) 2016 440 2013 467 2015 1,026 2015 462 2012 489 2014 875 2014 453 2011 522 2013 621 2013 467 0 100 200 300 400 500 600 2012 256 2012 489 2011 2011 522 71 - 800 - 600 - 400 - 200 0 200 400 600 800 1,000 1,200 0 100 200 300 400 500 600 Net result (group’s share) Net cash/(net debt) In2020 EUR million 391 In EUR million 2019 705 2018 659 2020 391 2020 (1,563) 2017 705 2019 705 2019 (768) 2016 (458) 2018 659 2018 (693) 2015 1,026 2017 705 2017 (443) 2014 875 2016 (458) 2016 225 2013 621 2015 1,026 2015 (740) 2012 256 2014 875 2014 (233) 2011 71 2013 621 2013 (912) - 800 - 600 - 400 - 200 0 200 400 600 800 1,000 1,200 2012 256 2012 (27) 2011 71 2011 (1,008) - 800 - 600 - 400 - 200 0 200 400 600 800 1,000 1,200 - 2,000 - 1,500 - 1,000 - 500 0 500 1,000

2020 (1,563) 2019 (768) 2018 (693) 2020 (1,563) 2017 (443) 2019 (768) 2016 225 HISTORICAL2018 DATA(693) OVER 10 YEARS 2015 (740) 2017 (443) 2014 (233) 2016 225 2013 (912) 2015In EUR million (740) 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2012 (27) 2014 (233) Consolidated2011 result(1,008) 2013 (912) - 2,000 - 1,500 - 1,000 - 500 0 500 1,000 2012Cash earnings (27) 439.6 595.3 456.1 426.5 440.4 461.6 452.8 4 6 7.0 489.3 522.3 Mark2011 to market and(1,008) other non-cash items 39.8 (13.2) 3.3 (5.2) 14.4 90.9 (27.8) (167.4) (25.7) 18.9 Operating- 2,000 companies- 1,500 (associated - 1,000 or - 500 0 500 1,000 consolidated) and Sienna Capital 16.4 230.9 319.0 413.4 223.1 (45.2) 225.0 256.0 189.0 284.4 Eliminations, gains (losses) on disposals, impairments and reversals (104.9) (108.3) (119.5) (129.3) (1,135.6) 519.1 225.3 65.0 (397.0) (750.6) Consolidated result (group’s share) 391.0 704.7 658.9 705.4 (457.7) 1,026.4 875.3 620.6 255.6 75.0 Consolidated result of the period 429.3 768.9 904.1 891.1 (310.9) 1,055.9 993.1 724.7 375.5 1 6 7. 3

Total distribution 395.9 508.3 495.4 484.1 472.8 461.5 450.2 438.9 4 2 7. 6 419.5

Number of shares at the end of the year (1) Basic 154,360,882 157,135,598 157,679,088 155,607,490 155,374,131 155,243,926 155,139,245 155,060,703 155,253,541 155,258,843 Diluted 154,416,073 157,309,308 157,783,601 160,785,245 160,815,820 160,841,125 160,649,657 156,869,069 156,324,572 157,431,914

Payout (in %) Dividend/cash earnings 90.1 85.4 108.6 113.5 1 0 7.4 100.0 99.4 94.0 8 7.4 80.3

Consolidated result per share (2) (group’s share) 2.53 4.48 4.18 4.53 (2.95) 6.61 5.64 4.00 1.65 0.48 Consolidated cash earnings per share (3) (group’s share) 2.72 3.69 2.83 2.64 2.73 2.86 2.81 2.89 3.03 3.24

(1) The calculation of the number of basic and diluted shares is detailed in note 28 (2) The calculation of the consolidated result per share takes into account the basic number of shares (3) The calculation of the cash earnings per share takes into account the number of shares issued

140 GBL – Annual Report 2020 ECONOMIC PRESENTATION OF THE CONSOLIDATED RESULT

December 31, December 31, In EUR million 2020 2019

Cash earnings Mark to Operating Eliminations, Consolidated Consolidated market companies capital gains, and other (associated or impairments non-cash items consolidated) and reversals and Sienna Group’s share Capital

Profit (loss) of associates and consolidated operating companies - - 8.7 - 8.7 0.4 Net dividends from investments 411.1 (8.9) - (89.2) 312.9 508.3 Interest income (expenses) 34.6 (0.5) (58.3) - (24.2) 4.0 Other financial income (expenses) 2 7. 3 49.6 181.4 (19.3) 239.0 138.6 Other operating income (expenses) (32.5) (0.3) (112.8) - (145.6) (62.1) Gains (losses) from disposals, impairments and reversal of non-current assets - - (2.2) 3.7 1.5 115.6 Taxes (0.8) - (0.4) - (1.3) (0.2) IFRS consolidated net result 2020 439.6 39.8 16.4 (104.9) 391.0 IFRS consolidated net result 2019 595.3 (13.2) 230.9 (108.3) 704.7

Theconsolidated net result, group’s share, as of December 31, 2020, Net dividends from investments received as of December 31, 2020 stands at EUR 391 million, compared with EUR 705 million as of were down compared to 2019, notably following the absence or decline in December 31, 2019. dividends from adidas, Umicore and Ontex given the sanitary crisis. This result is primarily driven by: -- the net dividends from investments for EUR 313 million; In EUR million December 31, 2020 December 31, 2019 -S- ienna Capital’s contribution of EUR 332 million, which includes the change in fair value of non-consolidated or non-equity-accounted funds SGS 1 0 7. 8 8 7. 2 of EUR 392 million; Imerys 89.2 92.1 -W- ebhelp’s contribution of EUR - 259 million, including the change in LafargeHolcim 88.4 110.7 debt of minority shareholders of EUR - 283 million. Pernod Ricard 52.9 62.1 GEA 13.1 13.1 A. Cash earnings Umicore 11.1 34.3 Total 9.6 26.7 (EUR 440 million compared with EUR 595 million) Mowi 1.1 4.6 adidas - 42.8 In EUR million December 31, 2020 December 31, 2019 Ontex - 6.7 Parques Reunidos - 4.2 Net dividends from investments 411.1 595.0 Reimbursements of withholding taxes 38.0 1 0 7.4 Interest income (expenses) 34.6 15.8 Other - 3.1 Sienna Capital interests 58.3 11.9 Total 411.1 595.0 Other interest income (expenses) (23.7) 3.9 Other financial income (expenses) 2 7. 3 20.4 Other operating income (expenses) (32.5) (35.9) SGS distributed an annual dividend of CHF 80.00 per share Taxes (0.8) (0.1) (CHF 78.00 in 2019). Total 439.6 595.3 Imerys proposed at its Annual Shareholders’ Meeting on May 4, 2020, a dividend for the 2019 financial year of EUR 1.72 per share (EUR 2.15 in 2019), with full or partial payment in new shares. GBL opted to be paid in shares. LafargeHolcim distributed a dividend of CHF 2.00 per share for 2019 (CHF 2.00 the previous year). Pernod Ricard declared an interim dividend of EUR 1.18 per share in the second quarter of 2020 (equal to the prior year), and paid the balance during the fourth quarter (EUR 1.48, compared with EUR 1.94 in 2019). GEA proposed at its Annual Shareholder Meeting on November 26, 2020 a dividend of EUR 0.85 for the 2019 financial year (EUR 0.85 in 2019 for the 2018 financial year), of which EUR 0.42 per share had already been paid in the second quarter of 2020 (EUR 6 million). Umicore approved during the third quarter of 2020 an interim dividend of EUR 0.25 per share. At December 31, 2019, Umicore’s contribution to cash earnings of EUR 34 million included the balance of its 2018 dividend (EUR 0.40) and the 2019 interim dividend of EUR 0.375. Total detached on December 31, 2020 the second and third quarterly interim dividends of 2019, as well as the balance of the 2019 dividend and the first quarterly interim dividend of 2020, i.e. EUR 0.66, EUR 0.68, EUR 0.68 and EUR 0.66 per share respectively.

GBL – Annual Report 2020 141 Mowi paid in 2020 a dividend of NOK 2.60 per share. B. Mark to market and other non-cash items In 2020, reimbursements made by the French tax authorities (EUR 40 million compared with EUR - 13 million) of withholding taxes which had been applied to ENGIE and Total dividends received in 2008 and between 2016 and 2018 (EUR 38 million). In 2019, this item included reimbursements made by the French tax In EUR million December 31, 2020 December 31, 2019 authorities of withholding taxes which had been applied to ENGIE and Net dividends from investments (8.9) 9.6 Total dividends received between 2013 and 2016 (EUR 107 million). Interest income (expenses) (0.5) (0.1) Net interest income (expenses) (EUR 35 million) mainly include Other financial income (expenses) 49.6 (22.1) (i) interest income from Sienna Capital (EUR 58 million compared with Other operating income (expenses) (0.3) (0.7) EUR 12 million in 2019), (ii) the default interest on the withholding taxes Total 39.8 (13.2) reimbursed by the French tax authorities on Total and ENGIE dividends (EUR 2 million compared with EUR 19 million in 2019), (iii) the interest Net dividends from investments correspond mainly to the reversal expenses related to the institutional bonds issued in 2017 and 2018 of the provision for the second quarterly interim dividend to be received (EUR - 17 million, identical to 2019) and (iv) interest on cash holdings from Total, accrued at end 2019 in this section but paid beginning (EUR - 6 million compared to EUR 0 million in 2019). of 2020. Other financial income (expenses) (EUR 27 million) mainly Other financial income (expenses) notably include: comprises (i) dividends collected on treasury shares for EUR 19 million -- the mark to market of the derivative component associated to the (EUR 11 million in 2019), (ii) yield enhancement income of EUR 14 million exchangeable bonds into LafargeHolcim shares (EUR 38 million (EUR 9 million in 2019) and (iii) realized exchange gains for EUR 1 million compared with EUR - 32 million in 2019) and to exchangeable (EUR 6 million in 2019). bonds into GEA shares (EUR 7 million vs. EUR 0 million in 2019). Other operating income (expenses) amounted to EUR - 32 million This non-monetary gain includes the change in the value of the as of end of December 2020, having decreased compared with 2019. call options on underlying securities implicitly embedded in the exchangeable bonds into LafargeHolcim shares issued in September 2019 and in the exchangeable bonds into GEA shares since their issue in October 2020, primarily attributable to the change in LafargeHolcim and GEA’s stock prices since the issuance of these bonds. The result as of December 31, 2020 illustrates the accounting asymmetry and volatility of periodic results, which will persist throughout the lifetime of the exchangeable bonds; Contribution of investments -- the mark to market of the trading portfolio and the derivative to net collected dividends instruments (EUR 5 million compared with EUR 4 million in 2019). In 2019, this section also included non-realized exchange differences of EUR 6 million. C. Operating companies (associates or 2019 consolidated) and Sienna Capital 18.0% Reimbursements 1.3% Others (EUR 16 million compared with EUR 231 million) of withholding taxes 0.7% Parques Reunidos 18.6% LafargeHolcim In EUR million December 31, 2020 December 31, 2019 1.1% Ontex Profit (loss) of associates and consolidated operating companies 8.7 0.4 2.2% GEA EUR Interest income (expenses) (58.3) (11.7) 4.5% Total 595 Other financial income (expenses) 181.4 152.3 15.5% Imerys 5.8% Umicore million Sienna Capital 390.7 152.3 Webhelp (209.3) - 7.2% adidas Other operating income (expenses) (112.8) (25.6) 10.4% Pernod Ricard 14.7% SGS Sienna Capital (36.3) (25.6) Webhelp (73.3) - Sapiens (3.2) - Gains (losses) on disposals, impairments and reversals of non-current assets (2.2) 115.6 Taxes (0.4) (0.1) 2020 Total 16.4 230.9 9.2% Reimbursements of withholding taxes 0.0% Others 0.3% Mowi 2.3% Total 26.2% SGS 2.7% Umicore 3.2% GEA EUR 12.9% Pernod Ricard 411 million

21.7% Imerys 21.5% LafargeHolcim

142 GBL – Annual Report 2020 Net profit (loss) of associates and consolidated operating companies This result notably includes (i) the result of ECP IV (EUR 23 million amounts to EUR 9 million compared with EUR 0 million in 2019: in 2020 compared with EUR 3 million in 2019), (ii) the contribution of Mérieux Participations 2 (EUR 10 million in 2020 compared with EUR 3 million in 2019), (iii) contributions from Backed 1, Backed 2 In EUR million December 31, 2020 December 31, 2019 and Backed Encore 1 (EUR 9 million in 2020 compared with Imerys 16.5 65.9 EUR 4 million in 2019), (iv) results of operating subsidiaries of Webhelp 26.5 (19.6) ECP III (EUR - 3 million in 2020 compared to EUR 4 million in 2019) Piolin II / Parques Reunidos (72.4) (85.8) and (v) the contributions from Ergon Capital Partners I and II Sienna Capital 38.2 40.0 (EUR 0 million in 2020 compared with EUR - 5 million in 2019). ECP IV 23.0 3.3 The contribution of Sienna Capital to GBL’s result at December 31, 2019 Mérieux Participations 2 10.1 2.7 also includes the contribution from Kartesia funds (EUR 31 million in Backed 1, Backed 2 and Backed Encore 1 8.5 4.3 2019), which are classified, as of year-end 2019, as “Other capital Operating subsidiaries of ECP III (3.3) 3.5 investments.” ECP I & II (0.1) (4.8) Avanti Acquisition Corp. (0.0) - Net interest expense (EUR - 58 million) consists mainly of interest Kartesia - 31.1 charges to GBL (EUR - 12 million in 2019). Total 8.7 0.4 Other financial income (expenses) mainly include: -- the change in fair value of Sienna Capital’s funds, not consolidated or Imerys accounted for under the equity method, as in accordance with IFRS 9, (EUR 16 million compared with EUR 66 million) for a total amount of EUR 392 million (EUR 152 million in 2019), Net current income decreased 39.7% to EUR 167 million as of mainly Marcho Partners (EUR 240 million vs. EUR 7 million in 2019), December 31, 2020 (EUR 277 million as of December 31, 2019). KKR Sigma Co-Invest II (EUR 125 million vs. EUR 50 million in 2019), The current operating income amounts to EUR 299 million Sagard funds (EUR 31 million vs. EUR 20 million in 2019), C2 Capital (EUR 439 million as of December 31, 2019). The net result, group’s Partners (EUR 6 million), Ergon opseo Long Term Value Fund share, amounts to EUR 30 million as of December 31, 2020 (EUR 5 million), BDT Capital Partners Fund II (EUR - 1 million vs. (EUR 121 million as of December 31, 2019). EUR 16 million in 2019) , Primestone (EUR - 0 million vs. EUR 54 million in 2019) and Matador (EUR - 18 million); Imerys contributes EUR 16 million to GBL’s result in 2020 -- changes in debt to the minority shareholders (founders) of Webhelp (EUR 66 million in 2019), reflecting the variation in net income, for EUR - 209 million. group’s share, and the 54.75% consolidation rate for Imerys in 2020 (54.37% in 2019). Other revenues and operating expenses include, in addition to overheads related to Sienna Capital’s business (EUR - 36 million vs. The press release relating to Imerys’ results as of December 31, 2020 EUR - 26 million), changes in debts recorded under Webhelp’s staff is available at www.imerys.com. incentive plan, notably including the effect of discounting and vesting (EUR - 73 million). Webhelp (EUR 26 million compared with EUR - 20 million) Thegains (losses) from disposals, impairments and reversals of At December 31, 2020, Webhelp’s contribution to GBL’s result equaled non-current assets mainly consist of the net capital gain on the disposal EUR 26 million, based on a result of EUR 44 million as of December 31, by ECP III of opseo (EUR 88 million) and Looping (EUR 34 million). 2020, a consolidation rate of 60.08%. At December 31, 2019, a contribution of EUR - 20 million, mainly D. E liminations, capital gains, impairments represented GBL’s share in transaction costs linked to the acquisition. and reversals (EUR - 105 million compared with EUR - 108 million) Piolin II/Parques Reunidos (EUR - 72 million compared with EUR - 86 million) In EUR million December 31, 2020 December 31, 2019 As of December 31, 2020, the contribution from Piolin II amounts to EUR - 72 million, considering a EUR - 314 million loss for Piolin II Elimination of dividends and a consolidation rate of 23.10%. (Imerys, Parques Reunidos) (89.2) (96.4) Other financial income (expenses) As of December 31, 2019, the contribution from Piolin II/ (GBL, other) (19.3) (12.0) Parques Reunidos of EUR - 86 million was based on: Gains (losses) from disposals, impairments -- a EUR - 352 million loss realized by Parques Reunidos for the period and reversal of non-current assets (Other) 3.7 - from January 1, 2019 to December 31, 2019, notably impacted by Total (104.9) (108.3) significant depreciation, taking into account a consolidation rate of 21.20%, 23.34% or 23.00% over the course of the year based on changes in ownership levels; Net dividends from operating investments (associates or -G- BL’s share of Piolin II’s result for the period from September 6, 2019 consolidated companies) are eliminated and are related as of to December 31, 2019, considering a 27.00% consolidation rate. December 31, 2020 to Imerys (EUR - 89 million). As of December 31, 2019, this heading included the elimination of dividends from Imerys and Sienna Capital Parques Reunidos for EUR - 96 million. (EUR 38 million compared with EUR 40 million) Other financial income (expenses) include the elimination Sienna Capital’s contribution to GBL’s results as of December 31, 2020 of the dividend on treasury shares amounting to EUR - 19 million amounts to EUR 38 million compared with EUR 40 million in the (EUR - 11 million in 2019). prior year.

GBL – Annual Report 2020 143 E. Comprehensive income 2020 – group’s share In accordance with IAS 1 Presentation of financial statements, GBL publishes its consolidated comprehensive income as an integral part of the consolidated financial statements. This income, group’s share, amounted to EUR - 54 million in 2020 compared with EUR 4,561 million the previous year. This change is mainly the result of the change in the market prices of the investments held in the portfolio. This result of EUR - 54 million gives an indication of the value creation achieved by the company in 2020. It is based on the consolidated result, group’s share, for the period (EUR 391 million), plus the market value impact on the other equity investments, i.e. EUR - 745 million, and the changes in the equity of associates and consolidated companies, group’s share, amounting to EUR 300 million. The consolidated comprehensive income, group’s share, shown in the table below, is broken down according to each investment’s contribution.

In EUR million 2020 2019

Result of the period Elements entered directly in shareholders’ equity Comprehensive income Comprehensive income

Group’s share Mark to market Other

Investments’ contribution 329.3 (744.5) 286.2 (115.4) 4,611.1 SGS 1 0 7. 8 71.4 - 179.2 6 9 7.0 adidas - 120.4 - 120.4 1,630.4 Mowi 1.1 35.5 - 36.6 - GEA 13.1 (3.1) - 10.0 120.3 Pernod Ricard 52.9 (51.7) - 1.2 382.4 Total 0.6 (408.8) 385.1 (23.1) 75.7 Parques Reunidos (72.4) - 5.7 (66.8) (84.3) Imerys 16.5 - (129.3) (112.8) 51.4 LafargeHolcim 88.4 (208.3) - (119.9) 868.0 Ontex - (127.5) - (127.5) 20.7 Umicore 11.1 (180.6) - (169.5) 412.5 Webhelp (259.4) - (6.7) (266.1) (19.6) Sienna Capital 331.7 - (1.5) 330.2 282.4 Other 38.0 8.2 46.4 92.6 174.2 Other income (expenses) 61.7 - - 61.7 (49.9) December 31, 2020 391.0 (744.5) 299.7 (53.8) December 31, 2019 704.7 3,442.4 414.1 4,561.2

144 GBL – Annual Report 2020 ECONOMIC PRESENTATION OF THE FINANCIAL POSITION

As of December 31, 2020, GBL presents a net debt position of As of December 31, 2020, committed credit lines total EUR 2,150 million EUR 1,563 million. (entirely undrawn) and mature over the 2024-2026 period. It is characterized by: This position does not include the company’s commitments in respect -- gross cash excluding treasury shares of EUR 723 million of (i) Sienna Capital, which total EUR 826 million at the end of (EUR 1,834 million at year-end 2019); and December 2020 (EUR 466 million as of December 31, 2019) and -- gross debt of EUR 2,286 million (EUR 2,602 million at year-end 2019). (ii) the debt towards Webhelp’s minority shareholders which is valued EUR 800 million at the end of December 2020 (EUR 475 million as of The weighted average maturity of the gross debt is 3.3 years at the end December 31, 2019). of December 2020 (3.0 years at year-end 2019 and 4.2 years excluding the debt related to the prepaid forward sales of Total shares). Finally, the 8,749,816 treasury shares represents 5.4% of the issued capital and are valued at EUR 721 million, compared with 3.2% and EUR 490 million respectively at the end of the previous year.

Net debt: change over 1 year In EUR million

500

0

(500)

(1,000) (768)

771 (1,500) 440 (65) (1,563) (2,000) 323

(2,500) (508) (1,756)

Net debt Acquisitions Disposals Cash earnings Dividend Debt related to Other (1) Net debt 12/31/2019 distribution prepaid forward sales 12/31/2020 of Total shares

In EUR million Gross cash Gross debt Net debt

Position as of December 31, 2019 1,834.1 (2,601.7) (767.7) Cash earnings 439.6 - 439.6 Dividend distribution (508.3) - (508.3) Investments: (1,756.1) - (1,756.1) Sienna Capital (425.5) - (425.5) Mowi (416.2) - (416.2) SGS (373.6) - (373.6) GBL (261.5) - (261.5) Imerys (73.7) - (73.7) adidas (13.9) - (13.9) Umicore (2.5) - (2.5) Other (189.2) - (189.2) Divestments: 322.6 771.3 1,093.9 Total - 771.3 771.3 Sienna Capital 129.7 - 129.7 Webhelp 41.5 - 41.5 Other 151.4 - 151.4 Bank financing 5.3 (5.3) - Issuance of exchangeable bonds 455.7 (450.0) 5.7 Other (70.3) - (70.3) Position as of December 31, 2020 722.7 (2,285.8) (1,563.1)

(1) Primarily (i) the neutralization of Sienna Capital’s contribution (EUR - 58 million) included in the cash earnings and in the disposals and (ii) the cancellation of the derivative component included in the cash earnings and related to the Imerys dividend received in shares (EUR - 15 million)

GBL – Annual Report 2020 145 Gross cash As of December 31, 2020, gross cash excluding treasury shares stands at EUR 723 million (EUR 1,834 million as of December 31, 2019). The following table presents its components in correlation with GBL’s consolidated financial statements:

In EUR million Notes December 31, 2020 December 31, 2019

Gross cash as presented in: Net asset value 722.7 1,834.1 Segment information (Holding) - pages 162 to 165 7 3 7. 4 1,816.4 - Trading financial assets 16 453.1 1,400.1 - Cash and cash equivalents 17 292.3 416.2 - Other current assets 18 43.4 75.4 - Trade payables (3.3) (2.9) - Tax liabilities (5.0) (6.6) - Other current liabilities 23 (43.1) (65.8)

Reconciliation items (14.7) 1 7.7 Reclassification of ENGIE shares previously taken into account in the net asset value and included since 2016 in gross cash 1.1 1.3 Valuation difference of the derivative associated to the LafargeHolcim and GEA exchangeable bonds (16.5) (7.5) Valuation difference of the derivative associated to the sales of Total shares and related prepayment - 31.6 Other 0.7 (7.7)

Gross debt As of December 31, 2020, the gross debt of EUR 2,286 million (EUR 2,602 million as of December 31, 2019) breaks down as follows:

In EUR million December 31, 2020 December 31, 2019

Institutional bonds 1,000.0 1,000.0 Exchangeable bonds into LafargeHolcim shares 750.0 750.0 Exchangeable bonds into GEA shares 450.0 - Debt related to the prepaid forward sales of Total shares - 771.3 Other 85.8 80.5 Gross debt 2,285.8 2,601.7

The following table presents the components of the gross debt in correlation with the IFRS consolidated financial statements:

In EUR million December 31, 2020 December 31, 2019

Gross debt, included in the segment information (Holding) - pages 162 to 165: 2,282.6 2,568.6 Non-current financial liabilities 2,281.4 1,828.8 Current financial liabilities 1.2 739.8

Reconciliation items 3.2 33.2 IFRS 9 impact on the debt related to the prepaid forward sales to Total shares - 31.6 Impact of the recognition of financial liabilities at amortised cost in IFRS 1 7. 0 12.6 Financial liabilities recognized in accordance with the IFRS 16 standard (13.9) (11.0)

Net debt As of December 31, 2020, GBL presents a net debt position of EUR 1,563 million. The net debt presents the following Loan To Value ratio:

In EUR million December 31, 2020 December 31, 2019

Net debt (excluding treasury shares) 1,563.1 76 7.7 Market value of the portfolio 21,339.5 20,626.6 Loan To Value 7. 3 % 3.7%

Treasury shares Treasury shares, valued at their historic value, are recorded as a deduction from shareholders’ equity in IFRS. The treasury shares (EUR 721 million as of December 31, 2020, vs. EUR 490 million as of December 31, 2019) are valued by applying the following valuation principles set out in the glossary in page 256.

146 GBL – Annual Report 2020 Accounts as of December 31, 2020

148 Consolidated financial statements 148 Consolidated balance sheet as of December 31 149 Consolidated income statement as of December 31 149 Consolidated statement of comprehensive income as of December 31 150 Consolidated statement of changes in shareholders’ equity 151 Consolidated statement of cash flows 152 Accounting policies 159 Scope of consolidation, associates and changes in group structure 161 Notes 205 Statutory Auditor’s report 214 Condensed statutory financials statements as of December 31 216 Dividend policy 217 Consolidated figures IFRS over 10 years

GBL – Annual Report 2020 147 Consolidated financial statements

Consolidated balance sheet as of December 31

In EUR million Notes 2020 2019 (1)

Non-current assets 26,087.8 26,402.4 Intangible assets 9 1,000.7 1,222.4 Goodwill 10 3,975.2 4,166.9 Property, plant and equipment 11 2,516.1 2 ,7 8 7.6 Investments 18,314.8 17,962.1 Investments in associates 2 509.5 445.7 Other equity investments 3 17,805.3 17,516.4 Other non-current assets 12 120.1 108.8 Deferred tax assets 13 160.9 154.7

Current assets 4,270.2 4,883.9 Inventories 14 704.0 846.1 Trade receivables 15 912.3 959.3 Trading financial assets 16 459.9 1,415.9 Cash and cash equivalents 17 1,273.9 1,221.3 Other current assets 18 362.8 441.4 Assets held for sale 24 5 5 7. 3 -

Total assets 30,358.0 31,286.3

Shareholders' equity 20,468.0 21,339.4 Share capital 19 653.1 653.1 Share premium 3,815.8 3,815.8 Reserves 14,506.6 15,289.3 Non-controlling interests 30 1,492.5 1,581.2

Non-current liabilities 7,520.5 7,129.5 Financial liabilities 17 5,624.5 5,372.2 Provisions 20 395.6 453.6 Pensions and post-employment benefits 21 445.5 400.1 Other non-current liabilities 22 783.0 5 5 7. 2 Deferred tax liabilities 13 271.9 346.4

Current liabilities 2,369.4 2,817.4 Financial liabilities 17 394.0 1,315.6 Trade payables 603.8 6 6 7.1 Provisions 20 65.2 29.6 Tax liabilities 95.9 95.8 Other current liabilities 23 843.2 709.2 Liabilities associated with assets held for sale 24 3 6 7. 3 -

Total shareholders’ equity and liabilities 30,358.0 31,286.3

(1) Comparative figures have been restated to reflect the finalization of the acquisition accounting of Webhelp (see note on « Changes in group structure »)

148 GBL – Annual Report 2020 Consolidated income statement as of December 31

In EUR million Notes 2020 2019

Share of profit (loss) of associates 2 (30.9) (49.3) Net dividends from investments 3 312.9 508.3 Other operating income (expenses) from investing activities 5 (69.6) (62.5) Gains (losses) on disposals, impairments and reversals of non-current assets from investing activities 1.2 128.6 Subsidiaries 4 3.7 135.7 Other (2.5) (7.0) Financial income (expenses) from investing activities 7 424.0 143.2 Profit (loss) before tax from investing activities 6 3 7. 6 668.3

Turnover 8 5,915.9 5,0 3 7. 9 Raw materials and consumables (1,551.9) (1,729.5) Employee expenses 5 (2,157.0) (1,163.1) Depreciation/amortisation of property, plant, equipment and intangible assets (538.2) (432.6) Other operating income (expenses) from operating activities 5 (1,362.4) (1,413.3) Gains (losses) on disposals, impairments and reversals of non-current assets from operating activities 6 (81.5) (51.1) Financial income (expenses) from operating activities 7 (352.4) (82.6) Profit (loss) before tax from consolidated operating activities (127.5) 165.7

Income taxes 13 (80.8) (65.1)

Consolidated profit (loss) for the year 429.3 768.9 Attributable to the group 391.0 704.7 Attributable to non-controlling interests 30 38.3 64.2

Consolidated earnings per share for the period 28 Basic 2.53 4.48 Diluted 2.53 4.48

Consolidated statement of comprehensive income as of December 31

In EUR million Notes 2020 2019

Consolidated profit (loss) for the period 429.3 768.9 Other comprehensive income (1) Items that will not be reclassified subsequently to profit or loss Actuarial gains (losses) 21 (32.7) (56.4) Other equity investments 3 (327.8) 3,875.9 Total items that will not be reclassified subsequently to profit or loss, after tax (360.6) 3,819.4

Items that may be reclassified subsequently to profit or loss Foreign currency translation adjustments for consolidated companies (225.3) 30.3 Cash flow hedges 22.4 (5.5) Share in the other items of the comprehensive income of associates 4.4 1.5 Total items that may be reclassified subsequently to profit or loss, after tax (198.5) 26.3

Other comprehensive income, after tax (559.1) 3,845.7

Comprehensive income (loss) (129.8) 4,614.6 Attributable to the group (53.8) 4,561.2 Attributable to non-controlling interests 30 (76.0) 53.4

(1) These elements are presented net of taxes. Income taxes are presented in note 13

GBL – Annual Report 2020 149 Consolidated statement of changes in shareholders’ equity

Capital Share Revaluation Treasury Foreign Retained Share-­ Non- Shareholders’ premium reserves shares currency earnings holders’ controlling equity translation equity interests adjustments – group’s In EUR million share

As of December 31, 2018 653.1 3,815.8 4,471.8 (137.7) (192.9) 7, 3 0 7. 2 15,917.3 1,709.8 1 7, 6 2 7. 1

Consolidated profit (loss) for the year - - - - - 704.7 704.7 64.2 768.9 Reclassification following disposals - - (433.4) - - 433.4 - - - Other comprehensive income (loss) - - 3,875.9 - 1 7. 2 (36.5) 3,856.6 (10.8) 3,845.7 Total comprehensive income (loss) - - 3,442.4 - 1 7. 2 1,101.6 4,561.2 53.4 4,614.6 Dividends - - - - - (484.4) (484.4) (110.2) (594.7) Treasury share transactions - - - (215.1) - (6.4) (221.6) - (221.6) Changes in group structure - - - - - (2.3) (2.3) (56.8) (59.0) Other movements - - - - - (12.2) (12.2) (14.9) (27.1)

As of December 31, 2019 653.1 3,815.8 7,914.4 (352.8) (175.7) 7,903.4 19,758.2 1,581.2 21,339.4

Consolidated profit (loss) for the year - - - - - 391.0 391.0 38.3 429.3 Reclassification following disposals - - (416.7) - - 416.7 - - - Other comprehensive income (loss) - - (327.8) - (119.2) 2.3 (444.8) (114.3) (559.1) Total comprehensive income (loss) - - (744.5) - (119.2) 809.9 (53.8) (76.0) (129.8) Dividends - - - - - (488.9) (488.9) (63.2) (552.1) Treasury share transactions - - - (260.9) - 0.3 (260.6) - (260.6) Other movements - - - - - 20.7 20.7 50.5 71.1

As of December 31, 2020 653.1 3,815.8 7,169.9 (613.7) (294.9) 8,245.3 18,975.5 1,492.5 20,468.0

During 2020, shareholders’ equity was mainly impacted by: -- the distribution, on May 7, 2020, of GBL’s gross dividend of EUR 3.15 per share (EUR 3.07 in 2019), for a total amount of EUR 489 million net of dividends perceived on treasury shares (see note 19); -- the change in fair value of other equity investments whose changes in fair value are recognised in equity in revaluation reserves for EUR - 745 million (see note 3); -- the change in foreign currency translation adjustments; -- the acquisitions of treasury shares; and -- the consolidated result for the year of EUR 429 million.

150 GBL – Annual Report 2020 Consolidated statement of cash flows

In EUR million Notes 2020 2019

Net cash from (used in) operating activities 1,229.9 1,064.0 Consolidated profit (loss) for the year 429.3 768.9 Adjustments for: Income taxes 13 80.8 65.1 Interest income (expenses) 7 145.6 84.5 Profit (loss) of associates 2 39.7 5 7.0 Dividends from investments in non-consolidated companies 3 (312.9) (508.3) Net depreciation and amortisation expenses 9, 11 539.0 433.1 Gains (losses) on disposals, impairments and reversals of non-current assets 61.8 (66.2) Other non-cash income items (1) (124.9) (91.6) Interest received 2 7. 8 34.6 Interest paid (153.9) (108.6) Dividends received from investments in non-consolidated companies 321.9 509.0 Dividends received from investments in associates 2 4.4 10.4 Income taxes paid (96.6) (138.6) Changes in working capital 38.0 64.6 Changes in other receivables and payables 230.0 (49.8)

Net cash from (used in) investing activities 1 6 7. 3 (1,386.5) Acquisitions of: Investments in associates (105.3) (74.1) Other equity investments (1,314.2) (382.8) Subsidiaries, net of cash acquired Scope of consolidation (151.4) (808.2) Property, plant and equipment and intangible assets (360.4) (402.7) Other financial assets (2) (627.7) (1,208.7) Disposals/divestments of: Investments in associates 15.4 36.9 Other equity investments 1,050.1 1,130.4 Subsidiaries, net of cash paid Scope of consolidation 51.5 178.8 Property, plant and equipment and intangible assets 39.1 21.0 Other financial assets (3) 1,570.2 122.9

Net cash from (used in) financing activities (1,291.6) 528.1 Capital increase/(decrease) from non-controlling interests 55.6 (7.7) Dividends paid by the parent company to its shareholders (488.9) (484.4) Dividends paid by the subsidiaries to non-controlling interests (63.2) (110.2) Proceeds from financial liabilities 17 694.9 1,598.9 Repayments of financial liabilities 17 (1,229.8) (246.9) Net change in treasury shares (260.6) (221.6) Other 0.4 -

Effect of exchange rate fluctuations on funds held (36.2) 2.2

Net increase (decrease) in cash and cash equivalents 69.4 2 0 7.7

Cash and cash equivalents at the beginning of the year 17 1,221.3 1,013.6 Cash and cash equivalents at the end of the year (4) 17 1,290.8 1,221.3

(1) This heading includes the adjustment of the changes in airf value of other equity investments whose change in fair value is recognized through profit or loss for EUR - 392 million (EUR - 153 million in 2019) and the adjustment of the impact of changes of the debt on minority shareholders of Webhelp for EUR 283 million (2) Change primarily linked to the acquisition of trading financial assets (EUR 617 million and EUR 1,191 million as of December 31, 2020 and 2019, respectively) – see note 16 (3) Change primarily linked to the sale of trading financial assets (EUR 1,567 million and EUR 122 million as of December 31, 2020 and 2019, respectively) – see note 16 (4) Encompasses the cash and cash equivalent included in assets held for sale (EUR 17 million in 2020)

GBL – Annual Report 2020 151 ACCOUNTING POLICIES

Groupe Bruxelles Lambert SA (“GBL”) is a Belgian holding company Basis and scope of consolidation listed on Euronext Brussels. Its consolidated financial statements cover The consolidated financial statements, prepared before appropriation a period of 12 months ended December 31, 2020. They were approved of result, include those of GBL and its subsidiaries (the “group”) and by its Board of Directors on March 11, 2021 on a going concern basis, the interests of the group in joint ventures and associates accounted in million of euros, to one decimal place and rounded to the nearest for using the equity method. The important subsidiaries, joint ventures hundred thousand euros. and associates close their accounts on December 31. General accounting principles and applicable Controlled companies Controlled companies are entities for which GBL is exposed to variable standards returns because of ties to these entities and has the ability to influence The consolidated financial statements have been prepared in accordance these returns because of the control that GBL has over these entities. with the International Financial Reporting Standards (IFRS) as adopted Controlled companies are consolidated. by the European Union. Intra-group balances and transactions as well as unrealised gains (losses) Mandatory changes in accounting policies are eliminated. Newly acquired companies are consolidated as from the The following amended standards have been applied since the 2020 date of acquisition. financial year. They did not have any material impact on GBL’s Jointly controlled companies (joint ventures) consolidated financial statements. A joint venture is a company over which GBL has joint control with one -A- mendments to IAS 1 and IAS 8 Amendment to the definition of “material”; or more other parties and for which the parties have a claim to the -A- mendments to IFRS 3 Business Combinations: definition of a Business; company’s net assets. Joint control is the contractually agreed sharing -A- mendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark of the control exercised over a company, which only exists in cases Reform – Phase 1; and where decisions regarding the relevant operations require the unanimous -A- mendments to references to the Conceptual Framework consent of the parties sharing control. These joint ventures are in IFRS standards. accounted for in the consolidated financial statements using the equity Texts in force after the reporting date method. GBL did not opt for the early application of the new and amended Associates standards which entered into force after December 31, 2020, namely: If the group has a significant influence in a company, the investment -I- FRS 17 Insurance Contracts (applicable for annual periods beginning it holds in that company is considered as an associate company. on or after January 1, 2023, but not yet adopted at European level); Notable influence is the power to participate in decisions about -A- mendments to IAS 1 Presentation of Financial Statements: Classification financial and operational policies, but without exercising control of Liabilities as Current or Non-current (applicable for annual periods or joint control over these policies. beginning on or after January 1, 2023, but not yet adopted at European level); Associates are accounted for in the consolidated financial statements -A- mendments to IAS 1 Presentation of Financial Statements and IFRS using the equity method. Practice Statement 2: Disclosure of Accounting Policies (applicable for annual An investment is accounted for using the equity method as from the periods beginning on or after January 1, 2023, but not yet adopted at date it becomes an investment in an associate or joint venture. Under European level) ; the equity method, the investment in an associate or joint venture is -A- mendments to IAS 8 Accounting policies, Changes in Accounting Estimates recorded at cost on initial recognition. In the absence of definition in and Errors: Definition of Accounting Estimates (applicable for annual the standards of the notion of cost, the group considers, in the event of periods beginning on or after January 1, 2023, but not yet adopted at a change from an “other equity investment - financial assets recognised European level) ; at fair value through equity” to an associate, the fair value at the date -A- mendments to IAS 16 Property, Plant and Equipment: Proceeds before of the first equity method as the cost. The revaluation reserve accounted Intended Use (applicable for annual periods beginning on or after for until that date is transferred to consolidated reserves. January 1, 2022, but not yet adopted at European level); -A- mendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract (applicable for Intangible assets annual periods beginning on or after January 1, 2022, but not yet Intangible assets are recorded at cost less any accumulated amortization adopted at European level); and potential impairment losses. -A- mendments to IFRS 3 Business Combinations: Reference to the Conceptual Intangible assets with a finite useful life are amortized using the straight- Framework (applicable for annual periods beginning on or after line method over their estimated useful life. January 1, 2022, but not yet adopted at European level); -A- mendment to IFRS 4 Insurance Contracts – deferral of IFRS 9 Intangible assets with an indefinite useful life are not amortized but (applicable for annual periods beginning on or after January 1, 2021); are tested for impairment annually at the close of the financial year -A- mendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate (or at an earlier date should there be an indication of impairment). Benchmark Reform – Phase 2 (applicable for annual periods beginning When the recoverable amount of an asset is less than its carrying on or after January 1, 2021); amount, this carrying amount is reduced to reflect the loss of value. -A- mendment to IFRS 16 Leases: COVID-19-Related Rent Concessions In the absence of any applicable standard or interpretation, Imerys treats (applicable for annual periods beginning on or after June 1, 2020); and greenhouse gas emission credits as intangible assets. Imerys holds -A- nnual Improvements to IFRS Standards 2018–2020 (applicable these credits solely to prove the volume of its emissions and does not for annual periods beginning on or after January 1, 2022, but not trade them, for example through forward purchases or sales. yet adopted at European level). The recognised value of credits received free of charge is zero and The future application of these new and amended standards should not credits purchased on the market are recognised at their purchase price. have a significant impact on the group’s consolidated financial If the credits held are less than the actual emissions at the reporting statements. The majority of the group’s financial debts are at fixed rates, date, a provision is recognised in profit or loss that is equal to the value which implies that the impact of the IBOR reform, according to the of the credits to be purchased, measured at their market value current understanding should not have a significant impact on the (net liability method). Disposals are only related to surplus credits financial statements of the group. and are recognized in profit or loss as asset disposals.

152 GBL – Annual Report 2020 Business combinations and goodwill At Imerys level, easements, especially for pipelines used to connect mineral deposits, processing facilities and shipping facilities are analyzed When the group acquires a business, the identifiable assets and liabilities as non-mine land leases. Right-of-use assets are initially measured at of the acquired entity are recorded at fair value on the acquisition date. the value of the lease liability, plus any initial direct costs and equipment The counterparty transferred to a business combination corresponds dismantling costs where necessary. Lease liabilities are measured to the fair value of the transferred assets (including cash), the assumed at the discounted value of future lease payments due in accordance liabilities and the shareholders’ equity instruments issued by the group with a contractual payment schedule, adjusted for rent-free periods. in exchange for the control of the acquired entity. The costs directly Payments are therefore scheduled through to the reasonably certain related to the acquisition are generally recognised in profit or loss. end date of the lease, reflecting the date beyond which the lease ceases to be legally enforceable. This date represents the end of the lease, Goodwill is calculated as the positive difference between the following adjusted for any options the lessee is able to exercise regarding early two elements: termination or extension and any restrictions the lessor is able to -- the sum of (i) the counterparty transferred and, where appropriate, exercise. The lease payments taken into account in the calculation of (ii) the amount of the non-controlling interests (minority interests) the lease liabilities include the unconditional payments due in exchange in the acquired entity, and (iii) the fair value of interests already held for the right to use the asset, as well as the cost related to the early by the group prior to acquiring the controlling interest; and termination, extension or purchase clauses when it is reasonably certain -- the net amount on the date of acquisition of the identifiable assets they will be exercised. The liability calculation excludes any variable and liabilities acquired and assumed. payment related to the use of the asset (at the level of Imerys, for If, after confirmation of the values, this difference proves to be negative, example, a payment dependent on the actual number of hours a piece this amount is immediately recorded in the income statement as a gain of mining equipment is used), as well as any payment for services from a bargain purchase. rendered by the lessor (for example, at Imerys, rail car maintenance). In the absence of implicit interest rates, future payments determined Goodwill is accounted for as an asset in the balance sheet under the in this way are discounted using the lessees’ incremental borrowing rate. heading “Goodwill” and subject to an annual impairment test, which The first time deferred tax assets and liabilities are recognized, consists in comparing the recoverable amount of the cash generating they are calculated separately for lease liabilities and right-of-use assets, units (“CGU”) to which the goodwill has been allocated with their respectively. In subsequent years, right-of-use assets are amortized carrying amount (including the goodwill). If the latter is higher, under the headings “Other operating income (expenses) from investing an impairment loss must be recorded in the income statement. activities” or “Depreciation/amortization of property, plant, equipment and intangible assets” of the consolidated income statement and lease In addition, in valuing goodwill as outlined above, the amount of the liabilities are measured at amortized cost, which generates an interest non-controlling interests can be valued on a case by case basis and at expense that is recognized in financial income (loss). When an option GBL’s choice, either at fair value (the so-called “full goodwill” option) or is exercised, the lease must be reassessed to symmetrically adjust at the share of the identifiable net asset in the acquired entity. the carrying amounts of the lease liability and the right of use. Property, plant and equipment Any modification to leases gives rise to such a symmetrical adjustment, except when the scope of the lease is restricted to reduce the capacity Fully owned property, plant and equipment of the asset leased or the duration of the lease. In this situation, Items of property, plant and equipment are recorded under assets if they the carrying amount of the lease liability and the right of use are are controlled as a result of a deed of ownership. Items of property, plant reduced in proportion to the reduction of the scope, impacting and equipment are initially valued at acquisition or production cost. the income statement. The cost of property, plant and equipment includes the cost of loans contracted to finance their construction or production when they Mining assets necessitate a substantial period of time. The cost of the assets is reduced, In the absence of any specific applicable standard or interpretation, where appropriate, by the amount of public subsidies used to finance Imerys has defined the following methods to recognize and measure their acquisition or construction. mining assets. Prospection expenditure, i.e. searching for new sites with mineral producing potential and studying the technical feasibility Maintenance and repair costs are immediately expensed under and commercial viability of a geographical area, is immediately “Other operating income (expenses) from operating activities”. recognized as an expense under the heading “Other operating income The cost of property, plant and equipment includes, in particular for (expenses) from operating activities”. Mineral reserves are included in satellite industrial installations built on clients’ land, the present value property, plant and equipment. Freehold mineral deposits are initially of the rehabilitation or dismantling obligation, where such an obligation measured at acquisition cost minus subsoil. Leasehold mineral deposits exists. Property, plant and equipment are subsequently valued at cost are measured at a value of nil if the lease is entered into in the ordinary less accumulated depreciation and any accumulated impairment losses. course of business. If the lease is acquired through a business combination, the acquisition cost of the deposit is measured at the fair Leasehold property, plant and equipment value of the ore. Costs incurred to determine the tonnage of ore present All contracts that convey the right to use an item of non-substitutable in the deposit are added to the acquisition cost. Overburden work, i.e. property, plant and equipment for a period of time in exchange for the process of removing the topsoil to gain access to the deposit, consideration are recognized as right-of-use assets against a lease is considered a component of mineral reserve assets. The initial liability. This treatment applies to all leases except mine land leases, measurement of overburden work includes production cost and the which are recognized in the manner described in the following discounted value of restoration obligations as a result of the paragraph, as well as immaterial leases (leases with terms of 12 months deterioration caused by such work. Mineral reserves and overburden or less and leases of low-value assets), for which payments are assets are included under the heading “Property, plant and equipment”. recognized as an expense. Mining assets are subsequently measured at cost, minus accumulated depreciation and any impairment loss.

GBL – Annual Report 2020 153 Depreciation Non-current assets held for sale Depreciation expense is spread over the expected useful life of the different categories of property, plant and equipment using and discontinued operations the straightline method. The estimated useful lives of the most When, at the reporting date, it is highly likely that non-current assets significant items of property, plant and equipment fall into the or groups of directly related assets and liabilities will be disposed of, following ranges: they are designated as non-current assets or groups of assets held for -- buildings: 10 to 50 years; sale. Their sale is considered highly likely if, on the reporting date, -- industrial constructions: 10 to 30 years; a plan to put them up for sale at a reasonable price in relation to their -- fixtures and fittings of buildings and constructions: 5 to 15 years; fair value has been organised in order to find a buyer and finalise their -- machinery, equipment and technical fittings: 5 to 20 years; transfer within one year at most. Non-current assets or groups of assets -- vehicles: 2 to 5 years; and held for sale are presented as separate items in the financial statements. -- other property, plant and equipment: 10 to 20 years. They are no longer depreciated and are valued at the lower of carrying amount or fair value less costs to sell. Non-current assets or groups of Land is not depreciated. assets that will be shut down and not sold constitute non-current assets Right-of-use assets held through leases are depreciated over the that are to be abandoned. When non-current assets corresponding to a reasonably certain end date of the lease, unless the lessee is considering disposal, held for sale or to be abandoned are allocated to a separate line exercising their right to purchase the asset. In that case, the useful life of item for the main operation and are to be abandoned as part of a single the asset leased is applied. Rights of use are depreciated or amortized on coordinated plan, they are categorized as discontinued operations and a straight-line basis, except, for Imerys, those applicable to bulk carriers, their related flows are disclosed separately in the income statement which are depreciated by the number of journeys made. Freehold and and statement of cash flows. leasehold equipment is depreciated over its useful life, up to the end of the reasonably certain end date of the lease. Furthermore, Imerys does Inventories not consider the straight-line depreciation method appropriate to reflect Inventories are recorded as assets at the date on which the risks, the consumption of property, plant and equipment related to mining rewards and control are transferred to the group. At the time of sale, activities such as mineral reserves and overburden assets as well as their disposal is accounted for through an expense at the same date certain industrial assets of discontinuous use. Depreciation of mining as the corresponding gain. Inventories are valued at the lower of assets is therefore estimated in units of production on the basis of actual production cost or net realisable value. When production is less than extraction, while operational monitoring units such as production or normal capacity, fixed costs specifically exclude the share corresponding operating hours are used to estimate depreciation of industrial assets. A to the sub-activity. Inventories presenting similar characteristics are mineral reserve is depreciated to the quantity of the geological inventory valued under the same method. The methods used in the group are FIFO of the deposit minus discounts for the geological uncertainty inherent to - First-In, First-Out - and the weighted average unit cost. When the resources. Overburden assets, a component of mineral reserve production cost cannot be recovered, it is lowered to net realisation assets, are depreciated over the quantity of reserve to which they value under the conditions existing at the reporting date. specifically give access. Subsoil, i.e. the area of land not part of the mineral deposit, is not depreciated since it is not consumed by mining Trade receivables operations. Trade receivables are initially recognized at their transaction price, Other equity investments when those do not contain an important financing component (determined in accordance with IFRS 15 Revenue from Contracts with Other equity investments include investments in companies in Customers). The transaction price is the amount of consideration that which the group does not control nor exercise a significant influence, the group expects to receive in exchange for the goods or services as defined above. transferred. Subsequent to their initial recognition, trade receivables are Other equity investments are either quoted or not quoted. valued at amortized cost, i.e. at fair value plus, where applicable, directly attributable transaction costs, increased or decreased, of accumulated Quoted investments (adidas, Pernod Ricard, SGS, amortization of any difference between this initial amount and the LafargeHolcim, Umicore, etc.) amount at maturity, and less any write-down for impairment or non- These investments are recorded at fair value based on their share price recoverability. At the end of the reporting period, a write-down is at closing date. recognized for the value of expected credit losses. Such losses correspond to the estimated weighted probability of credit losses, i.e. GBL has opted to account for changes in the fair value of listed the expected loss of cash over the life of the trade receivable, minus cash investments via equity (“Financial assets recognised at fair value through to be received from credit insurance where applicable. A receivable sold equity”). These amounts will never be recycled in earnings, even in the to a banking institution for financing purposes is only derecognized event of the sale of securities or significant or prolonged loss of value. if the factoring agreement also transfers to the factor all the risks In the event of a sale, the accumulated revaluation reserves at the time and rewards incidental to the receivable. of sale are reclassified to consolidated reserves. Non-quoted investments (Upfield funds, Marcho Other financial assets Partners, Sagard funds, PrimeStone, Kartesia funds, The other financial assets are classified in one of the following two categories: BDT Capital Partners II, Matador Coinvestment, Backed -A- mortized cost. Financial assets are measured at amortized cost funds, Ergon opseo Long Term Value Fund, etc.) when the objective of the business model is to collect the contractual Investments in funds are revalued at each closing at their fair value, cash flows. These correspond mainly to cash and cash equivalents, determined by the managers of these funds, according to their as well as, to a lesser extent, of receivables related to dividends to be investment portfolio. received. Cash and cash equivalents include bank deposits and fixed- Based on the analysis of the characteristics of these unlisted funds, term investments with a maturity date equal to or less than three GBL determined that they were not eligible for the “Fair value through months from the acquisition date. These are highly liquid investments other comprehensive income” option. Therefore, the changes in fair value indexed on a money market rate and the value of which is known or are accounted for in profit or loss (“Financial assets recognised at fair subject to very little uncertainty. value through profit or loss”).

154 GBL – Annual Report 2020 -F- air value through profit or loss. Financial assets are measured at fair Trade receivables and other financial assets value through profit or loss when the objective of the business model IFRS 9 Financial Instruments requires the application of a model based is to both collect the contractual cash flows and make a trading profit on anticipated losses on trade receivables and other financial assets. in the short term. They are non-derivative financial assets held In particular, IFRS 9 requires, among other things, that the group for trading and recognized as assets between the dates of purchase recognizes an impairment loss on trade receivables and other financial and disposal, and whose changes in fair value are recognized in other assets as of the initial recognition date thereof. The assessment of financial income and expenses (investing or operating activities) expected credit losses is made on an individual or collective basis taking at market prices published at the closing date. This category also into account historical data on late payments, information on current includes trading assets as well as derivative instruments other than circumstances, as well as forward-looking information. hedge accounting. Finally, the group derecognizes a financial asset only if the contractual Taxes rights to the cash flows of the asset expire, or if the financial asset and Income taxes of the financial year include both current and deferred the associated risks and benefits are transferred to third parties. If the taxes. They are recorded in the income statement unless they relate group does not transfer or retain substantially all the risks and rewards to items directly recorded in shareholders’ equity, in which case they of ownership and continues to control the transferred asset, the group are also recorded in shareholders’ equity. then recognizes retained interests in that asset and an associated liability for amounts that it may have to pay. If the group retains Current taxes are the taxes to be paid on the taxable profit for the substantially all the risks and rewards of owning a transferred financial financial year and are calculated in accordance with the tax rates in effect asset, the group continues to recognize the financial asset and also or that will be in effect on the last day of the financial year, plus any recognizes a debt backed by the proceeds received. adjustments relating to prior years. Deferred taxes are calculated in accordance with the liability method, Impairment of assets which is applied to the temporary differences between the carrying amounts and tax basis of the assets and liabilities recorded in the Other equity investments balance sheet. Other equity investments are not subject to impairment tests since any decrease in fair value, even significant or prolonged, is still recognized in The following tax differences are disregarded: non-tax-deductible equity for financial assets recognised at fair value through equity or, goodwill and initial valuations of assets and liabilities not affecting the directly in profit or loss for financial assets recognised at fair value accounting and taxable profit. through profit or loss. Deferred taxes are calculated according to the manner in which Investments in equity-accounted entities the related assets and liabilities are expected to be realised or settled, When there is an objective indication of impairment of an investment based on the tax rates in effect or that will be in effect on the last day accounted for using the equity method, an impairment test must be of the financial year. carried out, in accordance with IAS 36 Impairment of assets and IAS 28 Additionally, deferred tax liabilities related to investments in subsidiaries Investments in Associates and Joint Ventures. The recoverable amount of the are not recorded when the group is able to control the date on which the asset is estimated in order to compare it to its carrying amount and, temporary difference will reverse and when the group does not expect where applicable, to recognise an impairment loss for the surplus. the temporary difference to reverse in the foreseeable future. The recoverable amount is the highest of either the fair value less costs to sell or the value in use. The value in use corresponds to the future Deferred tax assets are recorded if the taxable profits are likely estimated discounted cash flows. When an impairment accounted for to materialise in such a manner as to allow them to be offset against in an earlier period ceases to exist, the carrying amount is partially tax losses and tax credits. or totally restored. The reversal of an impairment loss is recorded Finally, deferred tax assets and liabilities are offset by tax entity when the immediately in profit. latter has the right to offset its current tax assets and liabilities and that Property, plant and equipment and intangible assets the deferred tax assets and liabilities in question are levied by the same tax authority. At every reporting date, the group reviews the carrying amount of intangible assets and property, plant and equipment with finite useful life in order to assess whether there is any evidence of Treasury shares impairment of these assets. When treasury shares are bought (or sold), the amount paid (or received) is recorded as a decrease (or increase) in shareholders’ equity. If there is any evidence of impairment, the asset’s recoverable amount Movements in these shares are shown in the consolidated statement of is estimated to compare it with its carrying amount. The recoverable changes in shareholders’ equity. No profits or losses on these amount is the higher of the asset’s net sale price or its value in use. movements are recorded in the income statement. The value in use is the present value of estimated future cash flows from the continuous use of an asset. Where it is not possible to estimate the recoverable amount of an asset individually, the group estimates Appropriation of profit the recoverable amount of the CGU to which the asset belongs. If the Dividends paid by GBL to its shareholders are included as a reduction recoverable amount of the asset or of the CGU is estimated to be less of shareholders’ equity for their gross amount, i.e. before withholding than the carrying amount, the carrying value of the asset or of the CGU tax. The financial statements are prepared before appropriation of profit. is lowered to its recoverable amount. An impairment loss is immediately recognised in expenses. Incentive plans When an impairment recorded during past financial years is no longer Equity-settled share-based plans justified, the impairment loss on this asset or CGU is reversed in order GBL and Imerys stock options granted prior to November 7, 2002 have to bring the asset or CGU back to a value corresponding to the new not been recorded in the consolidated financial statements in accordance valuation of its recoverable amount. with the transitional provisions of IFRS 2 Share-based Payment. However, the carrying value of an asset or CGU may not exceed, following Incentive plans granted as from November 7, 2002 are accounted for reversal of an impairment loss, the carrying value it would have had if no in accordance with IFRS 2. In accordance with this standard, the fair impairment had been recognised for the asset or CGU in previous years. value of the options on the date of allocation is recorded in the income The reversal of an impairment loss is recognised immediately as income. statement for the period of acquisition of the rights (“vesting period”). The options are valued by means of a valuation model generally accepted based on the market conditions prevailing at the time of their grant.

GBL – Annual Report 2020 155 Cash-settled share-based plans Provisions If the arrangement is settled in cash, the group incurs a liability Provisions are recorded at the reporting date when a group entity has an measured at fair value. Until the settlement of the liability, the fair actual (legal or implicit) obligation resulting from a past event, when it is value should be measured at each reporting date and at settlement date. probable that an amount will have to be paid out to settle this obligation, The changes in fair value are recognised in the income statement of and if the amount of the obligation can be determined reliably. the period. The amount recorded as a provision should be the most accurate Retirement benefits and other post- estimation of the expenditure required to meet the obligation existing employment benefits at the reporting date. Provisions are recognised in profit or loss, apart from provisions Defined benefit plans for decommissioning and some provisions for rehabilitation, whose Commitments for defined benefit pension plans and similar obligations counterpart is included in the cost of assets whose construction has are valued using the projected credit unit method, in accordance with created the obligation. This treatment applies in particular to some IAS 19 Employee Benefits. This valuation uses financial and demographic of Imerys’ industrial installations and overburden mineral assets. actuarial assumptions. These are used to value services rendered during the year on the basis of an estimate of the end-of-career salary. Provisions whose settlement is expected within twelve months after the reporting date or whose settlement may occur at any time are not The provisions or assets recognised correspond to the present value discounted. Provisions whose settlement is expected more than twelve of the obligation less the fair value of the plan’s assets, which may be months after the reporting date are discounted. capped. The discount rates used to discount the obligations and calculate the resulting normative return on the assets are determined by referring Changes in discounted provisions resulting from a revision of the amount to the yields of bonds issued by AA (high quality) rated companies within of the obligation, its calendar or its discount rate are recognised in profit the main iBoxx GBP and USD Corporate AA indexes. Where negative or loss, or for provisions recognised against assets, as an adjustment of interest rates arise, they are applied as published, without a floor at zero. the cost of the assets. The discounting is recognised as a debit in financial income (expenses). Contributions to funds and direct payments to beneficiaries as well as contributions and payments related to restructuring are recorded Provisions for restructuring costs are not recorded unless the group under “Employee expenses” or “Other operating income (expenses) has approved a detailed and formal restructuring plan and if the from investing activities”. Contributions to closed deficit plans with restructuring has either begun or been publicly announced. Costs compulsory funding are recorded under “Financial income (expenses) relating to the group’s continuing operations are not taken into account. from operating activities”. The effect of these contributions in income statement is neutralized by reversals of provisions recognized in each Current and non-current liabilities of the items mentioned above. Other elements of the change in post- Non-current liabilities (bank loans and bonds) and current liabilities employment benefit plans are recorded in “Employee expenses” or (bank deposits) are initially recognised in the accounting records at “Other operating income (expenses) from investing activities”, with the their fair value less, in the case of a financial liability that has not been exception of the accretion of obligations and normative return on assets recorded at fair value through the income statement, the transaction that are recognized under “Financial income (expenses) from investing costs that are directly imputed to the issuance of the financial liability. activities” or “Financial income (expenses) from operating activities”. Administrative costs are recorded in “Employee expenses” or “Other After initial recording, they are valued at their amortized cost operating income (expenses) from investing activities”, except for the (initial amount less repayments of principal plus or minus the administrative expenses of the closed deficit plans with compulsory accumulated amortization of any difference between the initial funding that are recorded under “Other financial income (expenses) amount and the value at maturity). from operational activities”. The exchangeable or convertible bonds issued by the group are Plan amendments, reductions and liquidations are immediately considered as hybrid instruments, i.e. containing both a bond component recognised in profit or loss. Actuarial differences and caps relating and an embedded derivative. At the date of issue, the fair value of the to post-employment benefit plan assets are fully recognised in bond component is estimated based on the prevailing market interest shareholders’ equity, net of asset management fees, without rate for similar non-exchangeable or non-convertible bonds. reclassification to profit or loss in a subsequent period. The difference between the proceeds of issuance of the exchangeable or convertible bond and the fair value assigned to the bond component, Defined contribution plans representing the value of embedded option to exchange the bonds for The group participates, in accordance with the regulations and corporate shares, is included separately, depending on the option’s maturity, practices of each country, in the creation of retirement reserves in the heading “Other current liabilities” or “Other non-current for its staff, paying contributions on a mandatory or voluntary basis liabilities”. The interest cost of the bond component is calculated to external bodies such as pension funds, insurance companies by applying the prevailing interest market rate prevailing at the or financial institutions. issuance date. Transaction costs related to the issue of convertible These plans are defined contribution plans, in other words they do not or exchangeable bonds are allocated to the “liability” and “derivative” guarantee the level of benefits paid. These contributions are recorded components in proportion to the allocation of gross proceeds. under “Employee expenses” or “Other operating income (expenses) Transaction costs related to the “derivative” component are recognized from investing activities”. directly in profit or loss. Transaction costs related to the “liability” component are included in the carrying amount of the “liability” component and are amortized over the life of the convertible or exchangeable bonds using the effective interest rate method. Trade payables and other financial non-derivative liabilities are measured at amortised cost.

156 GBL – Annual Report 2020 The group derecognizes a financial liability if, and only if, its obligations Cash flow hedge are discharged, canceled or expired. The difference between the carrying A cash flow hedge is used to cover unfavourable cash flow changes related amount of the derecognized financial liability and the consideration paid to a recognised asset or liability or a highly likely future transaction when and payable is recognized in profit or loss. When the group exchanges such changes are likely to affect profit or loss. At every reporting date, a debt instrument with an existing lender for another instrument with the effective share of the hedge and, if applicable, the changes in the time substantially different terms, the exchange is recognized as an value of the options and futures points of the futures contracts, are extinguishment of the original financial liability and the recognition recognised in shareholders’ equity. The ineffective portion is recognized of a new financial liability. Similarly, if the contractual terms of an in profit or loss. When the transaction is recognised, items previously existing liability are substantially changed, the group also recognizes recognized in shareholders’ equity are reclassified to profit or loss an extinguishment of the original financial liability and the recognition simultaneously with the recognition of the hedged item. In the event of a of a new liability. It is assumed that the contractual terms of the financial disqualification of a derivative, i.e. the interruption of hedge accounting, liability are substantially different if the present value of the cash flows the effective portion of the hedge previously recognized in shareholders’ under the new conditions, including any fees paid, net of fees collected equity is amortized to operating or financial result, depending on the and discounted at the original effective rate, is at least 10% different nature of the hedged item. from the present value of the remaining cash flows of the original financial liability. Hedge of net investments in foreign operations Foreign currency translation adjustments generated by net assets held Derivative financial instruments by the group’s consolidated operating companies in foreign currencies can be hedged. At every reporting date, the effective share of the hedge The group’s consolidated operating companies use derivatives to reduce is recognised in shareholders’ equity and the ineffective portion in profit their exposure to various risks, in particular foreign exchange, interest or loss. The effective portion in shareholder’s equity is only reclassified as rate and energy price risks. The sole purpose of these instruments is to profit or loss in the case of loss of control over a consolidated activity or hedge the economic risks to which they are exposed. Financial reduction of an interest in an activity under significant influence. instruments are recognised at the transaction date, i.e. the date the hedge accounting contract is entered into. However, only those that Items denominated in foreign currencies fulfil the hedge accounting criteria laid down in IFRS 9 are given the accounting treatments described hereafter. Monetary assets and liabilities denominated in foreign currencies in the accounting records of group companies are translated into euro Changes in the fair value of derivative financial instruments that do not using the exchange rates of the last day of the financial year. qualify for hedge accounting are immediately recognised in profit or loss. Unrealised differences on translation resulting from the application Any transaction qualified as hedge accounting is documented by of this methodology are recorded as gains or losses of the financial year. reference to the hedging strategy by identifying the hedged risk, the Non-monetary assets and liabilities are recorded using the exchange hedged item, the hedging instrument, the hedging relationship and rates applicable on the date of the transaction. the measurement method of the hedge relationship effectiveness. The In the consolidated financial statements, the group’s assets and liabilities measurement of the hedge relationship effectiveness is updated at every related to activities held abroad are converted at the closing rate. reporting date. Items of income and expenses denominated in foreign currencies are Derivatives are measured at fair value on initial recognition. Fair value is converted into euro at the average exchange rate for the year. Foreign subsequently remeasured at every reporting date by reference to market currency translation adjustments reflecting the difference between the conditions and to IFRS 13 Fair Value Measurement. average rate and the rate on the last day of the year, are recognised in Derivatives recorded as assets or liabilities are classified in the headings shareholders’ equity under “Foreign currency translation adjustments”. “Other non-current assets/liabilities” and “Other current assets/ These foreign currency translation adjustments are recorded in profit liabilities” depending on their maturity date. The recognition of hedging or loss when the group disposes of the entity concerned. derivatives varies depending on whether they are designated as fair value hedges, cash flow hedges or hedges of net investments in foreign Revenue operations. Revenue is made up of two elements: on the one hand, the sale of GBL also uses derivative instruments. It can carry out transactions using goods and on the other hand, the services rendered mainly made call or put options. These transactions are implemented with reference out of (i) the reinvoicing to customers of the cost of shipping goods, to thorough documentation and are subject to specific and appropriate (ii) industrial services provided or (iii) services aimed at intervening in prior analysis and systematic monitoring. the management of the customer process. The contractual commitments made by the group to transfer these goods and services to customers Consolidated operating companies use different types of derivative are categorized as performance obligations. When control of goods or financial instruments in various hedging strategies, as described below. services is transferred to customers, the performance obligation is Fair value hedge deemed to have been satisfied and the revenue is recognized. Goods are therefore transferred to customers at a given point in time, which When changes in fair value of a recognised asset or liability or an coincides with the transfer of all the risks and rewards defined in the unrecognised firm commitment may affect income, these changes contractual incoterms. The contract includes multiple incoterms due to may be covered by a fair value hedge. The hedged item and the hedging the specificities as defined in contracts. However, while certain services, instrument are remeasured symmetrically in profit or loss at every such as molding work, are rendered at a given point in time, most are reporting date. The impact in profit or loss is limited to the ineffective transferred to customers over time, notably in the case of shipping portion of the hedge. services, for which the revenue is recognized after the delivery has been made, and certain specialised services in the construction of industrial facilities or services aimed at intervening in the management of the customer process and whose degree of completion is measured based on the actual level of production costs committed or based on the time spent. Collateral requirements on the sale of goods and rendering of services offer customers guarantees about the specifications agreed in the contracts, rather than an additional service on top of these guarantees. Consequently, guarantees are not recognized as performance obligations but as provisions. Sale of goods and rendering of services are measured at the fair value of the transaction, minus trade and volume rebates, as well as discounts for early payment.

GBL – Annual Report 2020 157 Interest Ontex, SGS and Umicore GBL analysed the accounting treatment to be applied to the investment Interest income (expenses) include interest to be paid on loans in Ontex, SGS and Umicore and particularly the classification in and interest to be received on investments. Interest income received (i) investments in associates (IAS 28), with the recognition of GBL’s share or interest charges paid are recorded prorata temporis in the in the profit or loss and shareholders’ equity of Ontex, SGS and Umicore consolidated statement of comprehensive income, taking into respectively or in (ii) other equity investments (IFRS 9), with the account the effective interest rate on the investment. recognition of these investments at their fair value and the recognition Dividends of the dividend through profit or loss. Dividends relating to other equity investments or trading securities are In accordance with IAS 28, it is assumed that a group does not booked in profit or loss on the date on which their distribution is decided exercise significant influence if the percentage holding is less than upon, unless these dividends clearly represent the recovery of a portion 20.00%, unless it can be clearly demonstrated. According to this of the cost of the investment. The amount of withholding tax is recorded standard, significant influence is usually demonstrated in the case of as a deduction of gross dividends. (i) representation on the Board of Directors, (ii) participation in policy- making processes, (iii) material transactions between the investor and the company owned, (iv) the interchange of managerial personnel Changes in accounting policies, errors and or (v) the supply of critical technical information. changes in accounting estimates/judgements As of December 31, 2020, those three investments are held respectively A change in the accounting policies is only applied to meet the at 19.98%, 18.93% and 18.02%. The representation on the Board of requirements of a standard or an interpretation, or if it gives more Directors of those companies is not sufficient to demonstrate the reliable and more relevant information. Changes in accounting policies existence of significant influence. Moreover, representation on the are recognised retrospectively, except when specific transitional Boards of Directors is limited to the mandates of the Directors and does provisions are stated in a standard or an interpretation. No change in not come from a contractual or legal right but from a resolution at accounting policy was applied in 2020. When an error is detected, it is General Shareholders’ Meeting. Taking these different factors into also retrospectively adjusted. No error was detected in 2020. account, GBL has entered into the accounting treatment of its Uncertainties inherent to the business require estimates to be made investments in Ontex, SGS and Umicore as other equity investments when preparing the financial statements. These estimates result from as of December 31, 2020. judgements aiming at providing a true and fair view based upon available and reliable information. An estimate is revised to reflect changes Exchange rates used in circumstances, new information available and effects linked to experience. 2020 2019 When such estimates are established, they are explained in the notes on the items to which they relate. Closing rate The main estimates are the following: US Dollar 1.23 1.12 -- the valuation of the assets and liabilities of an acquired business Swiss franc 1.08 1.09 (section “Scope of consolidation, associates and changes in group Average rate structure”); US Dollar 1.14 1.12 -- the principal assumptions related to goodwill impairment testing (note 10) such as the duration, the amount of future cash flows as well Presentation of the consolidated financial as the discount rate and perpetual growth involved in computing the value in use of the tested assets. In particular, GBL has included in statements its estimates the uncertainties related to the Covid-19 crisis; The consolidated statement of comprehensive income -- an estimate of the useful life of intangible assets with limited life separately presents: (note 9) and property, plant and equipment (note 11); • Investing activities -- assessment, as part of the recognition and measurement of provisions, Components of income resulting from investing activities, which of the probability of settlement and amount of the obligation, of the includes the operations of GBL and of its subsidiaries whose main expected timing of future payments and of discount rates (note 20); purpose is investment management. This includes Sienna Capital -- actuarial assumptions for defined benefit plans (note 21); and as well as the profit (loss) of operating associates (Piolin II / -- the assumptions related to the evaluation of debts on minority Parques Reunidos) and non-consolidated operating companies interests (note 22). (adidas, Pernod Ricard, SGS, LafargeHolcim, Umicore, GEA, Ontex, etc); and • Consolidated operating activities Components of income from consolidated operating activities, i.e. from consolidated operating companies (Imerys, Sapiens / Webhelp as well as the sub-groups Keesing, Sausalitos, svt, Indo, Vanreusel, etc).

158 GBL – Annual Report 2020 SCOPE OF CONSOLIDATION, ASSOCIATES AND CHANGES IN GROUP STRUCTURE

Fully consolidated subsidiaries

Interest and voting rights (in %)

Name Registered office 2020 2019 Main activity

Belgian Securities B.V. Amsterdam 100.0 100.0 Holding Brussels Securities S.A. Brussels 100.0 100.0 Holding GBL O S.A. Brussels 100.0 100.0 Holding Sagerpar S.A. Brussels 100.0 100.0 Holding GBL Participations S.A. Brussels 100.0 100.0 Holding Brussels Advisors S.A. Brussels 100.0 100.0 Operational URDAC S.A. Brussels 100.0 100.0 Holding FINPAR S.A. Brussels 100.0 100.0 Holding FINPAR II S.A. Brussels 100.0 100.0 Holding FINPAR III S.A. Brussels 100.0 100.0 Holding FINPAR IV S.A. Brussels 100.0 100.0 Holding FINPAR V S.R.L. Brussels 100.0 - Holding FINPAR VI S.R.L. Brussels 100.0 - Holding LTI One S.A. Brussels 100.0 100.0 Holding LTI Two S.A. Brussels 100.0 100.0 Holding GBL Verwaltung S.A. Luxembourg 100.0 100.0 Holding Sapiens S.à r.l. Luxembourg 100.0 100.0 Holding Marnix Lux S.à r.l. (group Webhelp and subsidiaries) Luxembourg 60.1 64.5 Operational GBL Energy S.à r.l. Luxembourg 100.0 100.0 Holding GBL R S.à r.l. Luxembourg - 100.0 Holding Serena S.à r.l. Luxembourg 100.0 100.0 Holding GBL Finance S.à r.l. Luxembourg 100.0 100.0 Holding Eliott Capital S.à r.l. Luxembourg 100.0 100.0 Holding Miles Capital S.à r.l. Luxembourg 100.0 100.0 Holding Owen Capital S.à r.l. Luxembourg 100.0 100.0 Holding Theo Capital S.à r.l. Luxembourg 100.0 100.0 Holding Oliver Capital S.à r.l. Luxembourg 100.0 100.0 Holding GBL Investments Ltd Dublin 100.0 100.0 Holding GBL Development Ltd London 100.0 100.0 Operational GBL Advisors Ltd London 100.0 100.0 Operational RCPE Consulting S.A.S. Paris 100.0 100.0 Operational Imerys S.A. (and subsidiaries) Paris 54.6 54.0 Operational Sienna Capital Participations S.à r.l. Luxembourg 100.0 100.0 Sienna Capital Sienna Capital S.à r.l. Luxembourg 100.0 100.0 Sienna Capital Sienna Capital Invest S.C.Sp. Luxembourg 100.0 100.0 Sienna Capital Sienna Capital London Ltd (previously Sienna Capital International Ltd) London 100.0 100.0 Sienna Capital Sienna Capital Opportunity GP S.à r.l. Luxembourg 100.0 - Sienna Capital Sienna Capital Opportunity Fund S.à r.l. Luxembourg 100.0 - Sienna Capital Sienna Capital Opportunity Carry S.à r.l. Luxembourg 100.0 - Sienna Capital Sienna Capital Opportunity Master S.à r.l. Luxembourg 100.0 - Sienna Capital Sienna Capital Co-Invest Master S.à r.l. Luxembourg 100.0 - Sienna Capital GfG Capital S.à r.l. Luxembourg 100.0 - Holding Blitz 20-673 GmbH Munich 100.0 - Operational Ergon Capital Partners III S.A. Brussels 89.9 89.9 Sienna Capital Egerton S.A. Luxembourg 98.2 98.2 Holding E.V.S. S.A. Luxembourg 96.4 96.4 Holding Frisco Bay Holding GmbH (group Sausalitos and subsidiaries) Munich 85.0 85.0 Operational E.V.R. S.A. (in liquidation) Luxembourg - 78.6 Holding E.V.P. S.A. Luxembourg 95.4 95.4 Holding Puzzle Holding B. V. (group Keesing and subsidiaries) Amsterdam 60.0 60.0 Operational E.V.F. S.C.A. Luxembourg 58.8 58.8 Holding Fire TopCo GmbH (group svt and subsidiaries) Hambourg 72.8 7 7.1 Operational Belmont Food N.V. (group Vanreusel) Hamont-Achel 51.0 51.0 Operational E.V.L. S.A. Luxembourg 84.0 84.0 Holding Penasanda Investments S.L. (group Indo and subsidiaries) Madrid 6 7. 4 6 7.4 Operational

The percentage of voting rights is identical to the percentage interest, with the exception of Imerys and Webhelp, for which the voting rights are 67.59% and 61.45% respectively. An incentive plan has also been granted to the management of Ergon Capital Partners III, covering 16.67% of the shares.

GBL – Annual Report 2020 159 Associates

Percentage Avanti Acquisition StreetTeam Software Piolin II S.à r.l./ Backed 1 LP Backed Encore 1 LP Backed 2 LP (in %) S.C.S.P. Ltd Parques Reunidos Office Luxembourg London Luxembourg Jersey Jersey Jersey Activity Sienna Capital Sienna Capital Leisure parks Sienna Capital Sienna Capital Sienna Capital 2020 Ownership 50.0 30.0 23.1 48.6 93.9 74.9 2019 Ownership - - 23.1 48.6 99.0 99.0

Ergon Capital Ergon Capital Ergon Capital I.P.E. S.R.L., Mérieux Percentage Partners S.A. Partners II S.A. Partners IV subsidiary of Participations 2 (in %) S.C.S.P. ECP III S.A.S. Office Brussels Brussels Luxembourg Bologna Lyon Activity Sienna Capital Sienna Capital Sienna Capital Home furnishing Sienna Capital 2020 Ownership 50.0 50.0 34.4 65.6 34.3 2019 Ownership 50.0 42.4 34.4 65.6 34.3

The percentage of voting rights is identical to the percentage interest. The group has analysed the accounting treatment to be applied to the recognition of its investment in I.P.E. S.R.L (Visionnaire group) and has concluded that it only has a significant influence despite its 65.55% interest, based on the existence of a shareholders’ agreement. The group reached the same conclusion regarding the consolidation method to be used to integrate the investments in Backed Encore 1 LP and Backed 2 LP. As of December 31, 2020, GBL holds a stake in the funds Sagard 3 FPCI (26.93%), Sagard 4A FPCI/Sagard 4B FPCI (37.83%), Sagard NewGen FPCI (45.45%), Sagard Santé Animale FPCI (32.41%), PrimeStone Capital Fund ICAV (74.98%), Marcho Partners Long Feeder Fund ICAV/Marcho Partners Feeder Fund ICAV (100.00% and 49.90% respectively), C2 Capital Global Export-to-China Fund LP (28.21%), KKR Sigma Co-Invest II LP (34.87%), and has determined that it has no significant influence over those investments. These funds are therefore presented as other equity investments and are measured at fair value at each reporting date. Lastly, following the sale of Kartesia Management S.A. during the fourth quarter of 2019, the entities Kartesia Credit Opportunities III S.C.A. (29.50%) and Kartesia Credit Opportunities IV S.C.S. (16.80%) were deconsolidated as of December 31, 2019 and accounted for as other equity investments. In the rest of the notes, Ergon Capital Partners, Ergon Capital Partners II and Ergon Capital Partners IV have been referred to together under the name “ECP I, II & IV”, while the name “ECP” refers to these companies referred to above and Ergon Capital Partners III (“ECP III”). Similarly, Backed 1 LP, Backed Encore 1 LP and Backed 2 LP entities will be referred to as “Backed”, the entity Piolin II S.à.r.l. as “Piolin II”, the entity StreetTeam Software Ltd as “StreetTeam” and the entity Avanti Acquisition S.C.S.P. as “Avanti Acquisition Corp.”. Changes in group structure Purchase accounting finalized in 2020 On November 19, 2019, GBL acquired from the investment fund KKR a majority stake of 64.72% of the voting rights of the French group Webhelp, one of the world leaders in customer experience and business process outsourcing (BPO). The acquisition price amounted to EUR 867 million (excluding acquisition costs of EUR 24 million, accounted for under “Other operating income (expenses) from operating activities”). The fair value measurement of most identifiable assets and liabilities on the acquisition date was carried out in part by the Webhelp group with regard to leasing commitments, provisions for post-employment benefits, free share plans, financial debts contracted by the group and by an independent expert with regard to intangible assets, mainly the Webhelp brand and customer relations. The goodwill resulting from the difference between the net assets and the value of the investment comes to a final amount of EUR 1,713 million at the time of acquisition. The fair values​​ of assets, liabilities and contingent liabilities are presented in the following table:

In EUR million Webhelp

Non-current assets 982.9 Current assets 535.5 Non-current liabilities 1,491.3 Current liabilities 394.8 Net assets (367.7) Non-controlling interests 5.1 Acquired net assets (372.8) Purchase price 866.7 Fair value of the non-controlling interests 473.3 Total 1,340.0 Goodwill 1,712.8

The balance sheet figures presented for comparison have been adjusted to take into account the finalization of this purchase accounting. Companies entering the group structure The group made marginally significant acquisitions in 2020. These acquisitions generated a net cash outflow of EUR 151 million. Companies leaving the group structure The group made marginally significant disposals in 2020 for a total cash inflow of EUR 52 million.

160 GBL – Annual Report 2020 Notes

162 Note 1 Segment information 166 Note 2 Associates 169 Note 3 SGS, LafargeHolcim, Pernod Ricard and other equity investments 171 Note 4 Gains (losses) from disposals of subsidiaries - investing activities 171 Note 5 Other operating income (expenses) and employee expenses 172 Note 6 Gains (losses) from disposals, impairments and reversals of non-current assets related to operating activities 172 Note 7 Financial income (expenses) 172 Note 8 Turnover 174 Note 9 Intangible assets 175 Note 10 Goodwill 177 Note 11 Property, plant and equipment 178 Note 12 Other non-current assets 179 Note 13 Income taxes 180 Note 14 Inventories 181 Note 15 Trade receivables 181 Note 16 Trading financial assets 181 Note 17 Cash, cash equivalents and financial liabilities 185 Note 18 Other current assets 185 Note 19 Share capital and dividends 185 Note 20 Provisions 186 Note 21 Retirement benefits and other post-employment benefits 190 Note 22 Other non-current liabilities 190 Note 23 Other current liabilities 191 Note 24 Assets and liabilities associated with assets held for sale 191 Note 25 Financial risks management and sensitivity analysis 192 Note 26 Derivative financial instruments 194 Note 27 Stock options 196 Note 28 Earnings per share 197 Note 29 Financial instruments 201 Note 30 Subsidiaries in which GBL holds significant non-controlling interests 202 Note 31 Contingent assets and liabilities, rights and commitments 203 Note 32 Transactions with related parties 204 Note 33 Events after the reporting period 204 Note 34 Statutory Auditor’s fees

GBL – Annual Report 2020 161 For consistency purposes, the notes to the consolidated financial statements are grouped based on the nature of the items and not in the order they are presented in the consolidated balance sheet and consolidated statement of comprehensive income. This arrangement is meant to facilitate the analysis of all the factors of the same kind affecting the assets and liabilities in the financial statements. 1. Segment information IFRS 8 Operating Segments requires that segments be identified based on internal reports which are regularly presented to the main operating decision-maker for the purpose of managing the allocation of resources to the segments and assessing their performance. In conformity with IFRS 8, the group has identified four segments: -- Holding: consisting of the parent company GBL and its subsidiaries. Its main activity is to manage investments as well as the non-consolidated operating companies or associates; -- Imerys: consisting of the Imerys group, a French group listed on Euronext Paris, which holds leading positions in each of its two business lines: Performance Materials and High Temperature Materials & Solutions; -- Sapiens/Webhelp: consisting of the Webhelp group, a non-quoted French group, specialized in customer experience and business process outsourcing as well as the investment vehicle Sapiens; and -- Sienna Capital including : - on the one hand, under investment activities, the companies Sienna Capital, Avanti Acquisition Corp., Backed 1, Backed 1 Founder, Backed 2, Backed 2 Founder, Backed Encore 1, Backed Encore 1 Founder, BDT Capital Partners Fund II, Carlyle International Energy Partners II, C2 Capital Global Export-to-China Fund, E.C.B. (Bastille)-Telenco, E.C.P. (Polaris)-Palex, ECP, ECP II, ECP IV, Ergon opseo Long Term Value Fund, Kartesia Credit Opportunities III and IV, KKR Azur Co-invest LP, KKR Rainbow Co-Invest (Asset) LP, KKR Sigma Co-Invest II, Marcho Partners, Marcho Partners Long, Matador Coinvestment, Mérieux Participations I and 2, PrimeStone, Sagard, Sagard II, Sagard 3, Sagard 4, Sagard NewGen, Sagard Santé Animale and Streetteam Software Limited; and - on the other hand, all other consolidated activities, ECP III’s operational subsidiaries (subgroups Sausalitos, Keesing, svt, Vanreusel, Indo, etc.). The results of a segment, its assets and its liabilities include all the items directly attributable to it. The accounting standards applied to these segments are the same as those described in the section entitled “Accounting Policies”. 1.1. Segment information - Consolidated income statement For the period ended as of December 31, 2020

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Share of profit (loss) of associates (72.4) - - 41.5 (30.9) Net dividends from investments 312.9 - - - 312.9 Other operating income (expenses) from investing activities (32.7) - (0.2) (36.6) (69.6) Gains (losses) on disposals, impairments and reversals of non-current assets from investing activities 3.7 - - (2.5) 1.2 Financial income (expenses) from investing activities 91.6 - (0.0) 332.4 424.0 Profit (loss) before tax from investing activities 303.0 - (0.2) 334.8 6 3 7. 6

Turnover - 3,798.5 1,636.6 480.8 5,915.9 Raw materials and consumables - (1,292.9) (33.3) (225.6) (1,551.9) Employee expenses - (875.2) (1,168.9) (113.0) (2,157.0) Depreciation/amortisation of property, plant, equipment and intangible assets - (342.5) (146.1) (49.6) (538.2) Other operating income (expenses) from operating activities - (1,069.1) (228.9) (64.5) (1,362.4) Gains (losses) on disposals, impairments and reversals of non-current assets from operating activities - (80.8) (0.3) (0.5) (81.5) Financial income (expenses) from operating activities - (61.4) (272.0) (18.9) (352.4) Profit (loss) before tax from consolidated operating activities - 76.6 (212.8) 8.8 (127.5)

Income taxes (0.8) (44.3) (27.4) (8.2) (80.8)

Consolidated profit (loss) for the year 302.2 32.3 (240.5) 335.3 429.3 Attributable to the group 302.2 16.5 (259.4) 331.7 391.0

Information by segment on other items of profit or loss is mentioned below:

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Share of profit (loss) of associates and joint ventures (72.4) (7.7) (0.2) 40.7 (39.7) Depreciation/amortisation of property, plant, equipment and intangible assets (0.7) (342.5) (146.1) (49.6) (539.0) Impairment of non-current assets - (78.1) (0.2) (2.5) (80.8)

162 GBL – Annual Report 2020 For the period ended as of December 31, 2019

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Share of profit (loss) of associates (85.8) - - 36.5 (49.3) Net dividends from investments 508.3 - - - 508.3 Other operating income (expenses) from investing activities (36.6) - - (26.0) (62.5) Gains (losses) on disposals, impairments and reversals of non-current assets from investing activities - - - 128.6 128.6 Financial income (expenses) from investing activities 2.1 - - 141.1 143.2 Profit (loss) before tax from investing activities 388.0 - - 280.3 668.3

Turnover - 4,354.5 - 683.4 5 , 0 3 7. 9 Raw materials and consumables - (1,488.0) - (241.5) (1,729.5) Employee expenses - (947.3) 2.8 (218.6) (1,163.1) Depreciation/amortisation of property, plant, equipment and intangible assets - (357.0) (4.3) (71.3) (432.6) Other operating income (expenses) from operating activities - (1,281.3) (38.1) (93.9) (1,413.3) Gains (losses) on disposals, impairments and reversals of non-current assets from operating activities - (51.4) - 0.3 (51.1) Financial income (expenses) from operating activities - (44.7) - (37.9) (82.6) Profit (loss) before tax from consolidated operating activities - 184.8 (39.6) 20.5 165.7

Income taxes (0.1) (65.5) 9.2 (8.8) (65.1)

Consolidated profit (loss) for the year 387.9 119.4 (30.4) 292.1 768.9 Attributable to the group 387.9 65.9 (19.6) 270.5 704.7

Information by segment on other items of profit or loss is mentioned below:

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Share of profit (loss) of associates and joint ventures (85.8) (5.5) - 34.3 (57.0) Depreciation/amortisation of property, plant, equipment and intangible assets (0.4) (357.0) (4.3) (71.3) (433.1) Impairment of non-current assets - (38.3) - (6.7) (45.0)

The geographical split of the turnover is presented in note 8.

GBL – Annual Report 2020 163 1.2. Segment information - consolidated balance sheet Consolidated balance sheet as of December 31, 2020

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Non-current assets 15,972.1 4,862.4 2,682.8 2,570.6 26,087.8 Intangible assets 0.0 2 8 7.6 641.8 71.3 1,000.7 Goodwill - 2,149.1 1,711.4 114.7 3,975.2 Property, plant and equipment 1 7. 8 2,125.0 266.6 106.7 2,516.1 Investments 15,953.7 8 7. 8 - 2,273.2 18,314.8 Investments in associates 78.5 8 7. 3 - 343.7 509.5 Other equity investments 15,875.3 0.5 - 1,929.5 17,805.3 Other non-current assets 0.6 82.5 33.4 3.7 120.1 Deferred tax assets - 130.4 29.5 1.0 160.9

Current assets 789.1 2,128.8 742.4 609.8 4,270.2 Inventories - 691.8 1.5 10.7 704.0 Trade receivables 0.3 568.0 326.6 1 7. 5 912.3 Trading financial assets 453.1 6.8 - 0.0 459.9 Cash and cash equivalents 292.3 648.5 314.0 19.0 1,273.9 Other current assets 43.4 213.7 100.2 5.3 362.8 Assets held for sale - - - 5 5 7. 3 5 5 7. 3

Total assets 16,761.2 6,991.1 3,425.2 3,180.5 30,358.0

Non-current liabilities 2,303.1 2,740.1 2,272.0 205.4 7,520.5 Financial liabilities 2,281.4 1,866.1 1,294.8 182.2 5,624.5 Provisions 0.5 394.9 - 0.1 395.6 Pensions and post-employment benefits 10.4 352.3 82.8 - 445.5 Other non-current liabilities 10.8 34.7 735.9 1.6 783.0 Deferred tax liabilities - 92.0 158.5 21.5 271.9

Current liabilities 52.7 1,295.4 603.6 417.7 2,369.4 Financial liabilities 1.2 304.2 74.1 14.5 394.0 Trade payables 3.3 475.6 100.6 24.2 603.8 Provisions - 58.8 5.7 0.7 65.2 Tax liabilities 5.0 79.0 9.2 2.8 95.9 Other current liabilities 43.1 3 7 7. 8 414.0 8.3 843.2 Liabilities associated with assets held for sale - - - 3 6 7. 3 3 6 7. 3

Total liabilities 2,355.8 4,035.5 2,875.6 623.1 9,890.0

All the assets and liabilities are allocated to the various segments. Capital expenditure (property, plant and equipment and intangible assets) by segment is shown in the following table:

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Capital expenditure 2.9 262.1 74.6 20.8 360.4

164 GBL – Annual Report 2020 Consolidated balance sheet as of December 31, 2019

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Non-current assets 16,281.6 5,129.0 2,700.6 2,291.3 26,402.4 Intangible assets 0.0 281.8 6 8 7.6 253.0 1,222.4 Goodwill - 2,153.1 1,712.8 301.0 4,166.9 Property, plant and equipment 12.7 2,380.2 251.7 143.0 2 ,78 7. 6 Investments 16,268.4 105.3 - 1,588.4 17,962.1 Investments in associates 144.8 105.3 - 195.6 445.7 Other equity investments 16,123.7 - - 1,392.8 17,516.4 Other non-current assets 0.5 88.0 1 7.7 2.6 108.8 Deferred tax assets - 120.6 30.8 3.3 154.7

Current assets 1,891.9 2,345.7 509.3 1 3 7. 0 4,883.9 Inventories - 812.6 0.9 32.6 846.1 Trade receivables 0.1 623.9 276.9 58.3 959.3 Trading financial assets 1,400.1 9.4 - 6.4 1,415.9 Cash and cash equivalents 416.2 660.4 121.8 22.9 1,221.3 Other current assets 75.4 239.4 109.8 16.8 441.4

Total assets 18,173.4 7,4 74 .7 3,209.9 2,428.3 31,286.3

Non-current liabilities 1,881.4 2,834.9 1,961.3 451.9 7,129.5 Financial liabilities 1,828.8 1,883.6 1,296.4 363.5 5,372.2 Provisions 0.5 446.0 0.4 6.7 453.6 Pensions and post-employment benefits 9.4 375.7 8.1 6.9 400.1 Other non-current liabilities 42.7 22.7 491.4 0.4 5 5 7. 2 Deferred tax liabilities - 106.9 165.0 74.5 346.4

Current liabilities 815.1 1 ,4 7 7. 8 406.2 118.3 2,817.4 Financial liabilities 739.8 475.7 60.3 39.8 1,315.6 Trade payables 2.9 542.6 8 7. 5 34.2 6 6 7. 1 Provisions - 21.0 7. 5 1.1 29.6 Tax liabilities 6.6 83.2 1.0 5.0 95.8 Other current liabilities 65.8 355.3 249.9 38.1 709.2

Total liabilities 2,696.5 4,312.7 2,367.5 570.2 9,946.9

All the assets and liabilities are allocated to the various segments. Capital expenditure (property, plant and equipment and intangible assets) by segment is shown in the following table:

Holding Imerys Sapiens/ Sienna Total In EUR million Webhelp Capital

Capital expenditure 0.4 291.6 - 110.8 402.7

The breakdown of the group’s non-current assets by geographic region is as follows:

In EUR million 2020 2019

Non-current assets (1) Belgium 246.3 268.7 Other European countries 5,419.9 5,777.7 North America 1,069.1 1,145.2 Other 756.7 985.2 Total 7,492.0 8,176.8

(1) Intangible assets, property, plant and equipment and goodwill

GBL – Annual Report 2020 165 2. Associates 2.1. Share of profit (loss) Dividends received from equity-accounted entities have been eliminated and replaced by GBL’s share of their profit or loss.

Dividends received

In EUR million 2020 2019

Piolin II/Parques Reunidos - 4.2 Other (Imerys) 4.4 6.2 Total 4.4 10.4

Profit (loss) of associates (GBL’s share)

In EUR million 2020 2019

Piolin II/Parques Reunidos (72.4) (85.8) ECP I, II & IV 22.9 (1.6) Mérieux Participations 2 10.1 2.7 Backed 8.5 4.3 Avanti Acquisition Corp. (0.0) - Kartesia - 31.1 Share of profit (loss) of associates – investing activities (30.9) (49.3) I.P.E. (0.0) (1.0) Other (8.7) (6.7) Associates related to consolidated operating activities (shown under "Other operating income (expenses)") (8.7) (7.7) Total (39.7) (57.0)

Piolin II / Parques Reunidos The net result (GBL’s share) of Piolin II / Parques Reunidos amounts to EUR - 72 million in 2020 (EUR - 86 million in 2019). This result mainly includes the impact of the COVID 19 pandemic on the group’s activities and impairment losses accounted for on several leisure parks.

ECP I, II & IV The contribution of ECP I, II & IV to the net result of GBL amounts to EUR 23 million in 2020 (EUR - 2 million in 2019). In 2020, this result mainly includes gains on the revaluation to fair value of ECP IV’s share portfolio. In 2019, the result mainly included an impairment on one investment held by one of these funds for EUR - 5 million (GBL’s share).

Mérieux Participations 2 The contribution of Mérieux Participations 2 mainly includes gains on the revaluation to fair value of the share portfolio.

Backed Backed contributed to GBL’s result for EUR 9 million (EUR 4 million in the prior year). This result mainly includes gains on the revaluation to fair value of the share portfolio.

Kartesia The contribution of Kartesia included in 2019, on the on hand, interests on loans of EUR 17 million, GBL’s share, and, on the other hand, gains on the revaluation to fair value of the loan portfolio of EUR 8 million, GBL’s share, after deduction of incurred expenses of EUR - 4 million, GBL’s share. Since end of 2019, Kartesia was deconsolidated and accounted for as other equity investments.

166 GBL – Annual Report 2020 2.2. Value of equity-accounted entities

Investing activities Operating activities Total

Piolin II / Backed ECP I, II & IV Kartesia Avanti StreetTeam Mérieux I.P.E. Other Parques Acquisition Participations In EUR million Reunidos Corp. 2

As of December 31, 2018 232.5 26.5 9.3 209.0 - - 52.6 46.5 112.8 689.2 Investment/(Divestment) 1.5 16.2 40.2 (18.6) - - (0.1) - 3.0 42.3 Profit (loss) for the year (85.8) 4.3 (1.6) 31.1 - - 2.7 (1.0) (6.7) (57.0) Distribution (4.2) ------(6.2) (10.4) Transfer to other equity investments - - - (220.9) - - - - - (220.9) Other 0.8 - - (0.6) - - - (5.6) 8.1 2.8

As of December 31, 2019 144.8 46.9 48.0 - - - 55.2 39.8 111.0 445.7 Investment/(Divestment) - 13.8 73.8 - 6.1 3.0 (7.3) - (2.3) 8 7. 1 Profit (loss) for the year (72.4) 8.5 22.9 - (0.0) - 10.1 (0.0) (8.7) (39.7) Distribution ------(4.4) (4.4) Transfer from other equity investments - - - - - 25.8 - - - 25.8 Other 6.2 0.1 - - (0.3) (1.0) - (2.5) (7.6) (5.1)

As of December 31, 2020 78.5 69.3 144.7 - 5.8 2 7. 8 58.1 3 7.4 87.9 509.5 Of which: Holding 78.5 ------78.5 Imerys ------8 7. 3 8 7. 3 Sapiens/Webhelp ------Sienna Capital - 69.3 144.7 - 5.8 2 7. 8 58.1 3 7.4 0.6 343.7

The equity-accounted entities are not listed.

GBL – Annual Report 2020 167 2.3. Other information on investments in equity-accounted entities Aggregated financial information of the main equity-accounted entities The tables below present a summary of the financial information regarding Backed, ECP I, II & IV and Piolin II/Parques Reunidos, significant associate entities in 2020 and the other smaller associate entities. In 2019, this note included certain aggregated financial information related to Kartesia Credit Opportunities III S.C.A. and Kartesia Credit Opportunities IV S.C.S. which have been, since end of 2019, reclassified under Other equity investments. This summary represents the amounts included in the companies’ financial statements prepared in accordance with IFRS.

Backed ECP I, II & IV Piolin II/Parques Other associates Total In EUR million Reunidos

As of December 31, 2020 Non-current assets 118.9 532.7 2,709.1 763.6 4,124.3 Current assets 5.9 10.0 236.9 158.4 411.2 Non-current liabilities 7. 2 121.3 2,350.5 254.5 2,733.5 Current liabilities 4.1 1.8 252.8 1 0 7.7 366.4 Non-controlling interests - - 2.5 0.7 3.2 Shareholder's equity (group's share) 113.6 419.6 340.2 559.0 1,432.4 Ownership interest in capital n.r. n.r. 23.1% n.r. n.r. Share in equity 69.3 144.7 78.5 212.5 505.0 Goodwill - - - 4.4 4.4 Carrying amount as of December 31, 2020 69.3 144.7 78.5 217.0 509.5 Turnover - 0.2 249.4 1 5 7.6 4 0 7. 2 Profit (loss) from continuing operations 16.9 66.7 (314.6) 111.5 (119.5) Net result of the year (including non-controlling interests) 16.9 66.7 (314.6) 111.5 (119.5) Net result of the year (group’s share) 16.9 66.7 (313.6) 1 0 7. 9 (122.1) Other comprehensive income (loss) - - 24.6 - 24.6 Total comprehensive income (loss) for the year 16.9 66.7 (289.0) 111.5 (93.8) Dividends received during the period - - - 4.4 4.4 Share of the group in the profit (loss) for the year 8.5 22.9 (72.4) 1.3 (39.7)

Kartesia Credit Kartesia Credit Piolin II/Parques Other associates Total Opportunities III Opportunities IV Reunidos S.C.A. S.C.S.

As of December 31, 2019 Non-current assets - - 2,867.2 801.4 3,668.5 Current assets - - 103.1 156.0 259.1 Non-current liabilities - - 2,184.4 211.0 2,395.4 Current liabilities - - 155.6 2 2 7. 3 382.8 Non-controlling interests - - 3.5 0.8 4.3 Shareholder's equity (group's share) - - 626.7 518.3 1,145.0 Ownership interest in capital n.r. n.r. 23.1% n.r. n.r. Share in equity - - 144.8 296.4 441.2 Goodwill - - - 4.5 4.5 Carrying amount as of December 31, 2019 - - 144.8 300.9 445.7 Turnover - - 6 9 7.7 269.2 966.9 Profit (loss) from continuing operations 32.4 124.1 (373.8) (14.4) (231.7) Net result of the year (including non-controlling interests) 32.4 124.1 (373.8) (14.4) (231.7) Net result of the year (group’s share) 32.4 124.1 (361.5) (14.5) (219.5) Other comprehensive income (loss) - - 5.2 - 5.2 Total comprehensive income (loss) for the year 32.4 124.1 (368.6) (14.4) (226.5) Dividends received during the period - - 4.2 6.2 10.4 Share of the group in the profit (loss) for the year 9.6 21.4 (85.8) (2.2) (57.0)

168 GBL – Annual Report 2020 3. SGS, LafargeHolcim, Pernod Ricard and other equity investments 3.1. Net dividends

In EUR million 2020 2019

SGS 1 0 7. 8 8 7. 2 LafargeHolcim 88.4 110.7 Pernod Ricard 52.9 62.1 GEA 13.1 13.1 Umicore 11.1 34.3 Total 0.6 36.4 adidas - 42.8 Ontex - 6.7 Mowi 1.1 4.6 Reimbursements of withholding taxes 38.0 1 0 7.4 Other - 3.1 Total 312.9 508.3

In 2020, GBL recorded EUR 313 million in dividends (EUR 508 million in 2019). This decrease notably results from the absence or decrease of dividends received from adidas, Umicore and Ontex in the context of the sanitary crisis, and is however partially compensated by the increase in unitary dividend from SGS. 3.2. Fair value and changes The investments in listed companies are valued on the basis of the share price at the reporting date. Changes in the fair value of investments are recognised in the revaluation reserves (see note 3.3.). Shares in “Funds”, namely Sagard, Sagard II, Sagard 3, Sagard 4, Sagard NewGen, Sagard Santé Animale, PrimeStone, BDT Capital Partners Fund II, Kartesia Credit Opportunities III and IV, KKR Sigma Co-Invest II, KKR Rainbow Co-Invest (Asset) LP, KKR Azur Co-invest LP, Mérieux Participations I, Marcho Partners, Marcho Partners Long, Ergon opseo Long Term Value Fund, Matador Coinvestment, E.C.P. (Polaris)-Palex, E.C.B. (Bastille)-Telenco, Carlyle International Energy Partners II, C2 Capital Global Export-to-China Fund and Streetteam Software Limited are revalued at their fair value, determined by the managers of the funds based on their investment portfolio. Changes in the fair value of these investments are recognised in financial income (loss) (see note 7).

Of which:

December Acquisitions Disposals/ Change in Other December Holding Imerys Sapiens/ Sienna 31, 2019 Reimburse- fair value 31, 2020 Webhelp Capital In EUR million ments Investments with changes in fair value through Other Comprehensive Income 16,123.7 995.3 (481.0) (744.5) (18.2) 15,875.3 15,875.3 - - - adidas 3,951.3 13.9 - 120.4 - 4,085.6 4,085.6 - - - SGS 3,094.5 373.6 - 71.4 - 3,539.5 3,539.5 - - - Pernod Ricard 3,170.9 - - (51.7) - 3,119.2 3,119.2 - - - LafargeHolcim 2,308.2 - - (208.3) - 2,099.9 2,099.9 - - - Umicore 1,922.3 2.5 - (180.6) - 1,744.2 1,744.2 - - - Mowi 100.1 416.2 - 35.5 - 551.7 551.7 - - - GEA 452.7 - - (3.1) - 449.7 449.7 - - - Ontex 308.5 - - (127.5) - 181.0 181.0 - - - Total 7 9 7.6 - (361.2) (408.8) (18.2) 9.4 9.4 - - - Other 1 7.6 189.1 (119.8) 8.2 - 95.1 95.1 - - -

Investments with changes in fair value through profit or loss 1,392.8 303.5 (112.6) 391.8 (45.6) 1,930.0 - 0.5 - 1,929.5 Funds 1,390.5 303.3 (111.9) 391.8 (46.1) 1,927.5 - - - 1,927.5 Other 2.3 0.3 (0.7) 0.1 0.5 2.5 - 0.5 - 1.9

Fair value 17,516.4 1,298.8 (593.6) (352.7) (63.8) 17,805.3 15,875.3 0.5 - 1,929.5

GBL – Annual Report 2020 169 Of which:

December Acquisitions Disposals/ Change in Other December Holding Imerys Sapiens/ Sienna 31, 2018 Reimburse- fair value 31, 2019 Webhelp Capital In EUR million ments Investments with changes in fair value through Other Comprehensive Income 13,329.1 25.8 (681.9) 3,442.4 8.2 16,123.7 16,123.7 - - - adidas 2,862.7 - (165.8) 1,254.4 - 3,951.3 3,951.3 - - - Pernod Ricard 2,850.6 - - 320.3 - 3,170.9 3,170.9 - - - SGS 2,484.7 - - 609.8 - 3,094.5 3,094.5 - - - LafargeHolcim 2,050.9 - (392.7) 650.0 - 2,308.2 2,308.2 - - - Umicore 1,519.9 25.6 - 378.2 (1.5) 1,922.3 1,922.3 - - - Total 748.5 0.1 - 39.3 9.6 797.6 7 9 7.6 - - - GEA 345.5 - - 1 0 7. 2 - 452.7 452.7 - - - Ontex 294.5 - - 14.0 - 308.5 308.5 - - - Other 171.8 - (123.4) 69.3 - 117.7 117.7 - - -

Investments with changes in fair value through profit or loss 699.5 360.0 (16.1) 152.9 196.5 1,392.8 - - - 1,392.8 Funds 686.6 359.6 (7.4) 146.5 205.3 1,390.5 - - - 1,390.5 Other 12.9 0.4 (8.6) 6.4 (8.8) 2.3 - - - 2.3

Fair value 14,028.6 385.8 (698.0) 3,595.3 204.6 17,516.4 16,123.7 - - 1,392.8

3.3. Revaluation reserves These include the changes in the fair value of other equity investments whose changes in fair value is recorded through Other Comprehensive Income. In 2020, upon the disposal of shares in Total (forward sales entered into in 2019 and maturing in January 2020), the cumulated revaluation reserves of EUR 385 million were reclassified to consolidated reserves. In 2019, upon the disposal of shares in adidas and LafargeHolcim, the cumulated revaluation reserves of EUR 333 million and EUR 107 million respectively were reclassified to consolidated reserves.

adidas Pernod SGS Umicore Lafarge- Mowi Total GEA Ontex Other Total In EUR million Ricard Holcim

As of December 31, 2018 1,599.5 2,027.8 304.8 6 4 7.4 (72.6) 5.9 372.7 (201.7) (159.9) (52.1) 4,471.8 Change resulting from the change in fair value 1,587.5 320.3 609.8 378.2 75 7.4 20.6 39.3 1 0 7. 2 14.0 41.6 3,875.9 Transfers to consolidated reserves in case of disposals (333.2) - - - (107.3) - - - - 7.0 (433.4)

As of December 31, 2019 2,853.9 2,348.0 914.6 1,025.6 5 7 7. 3 26.5 411.9 (94.5) (145.9) (3.0) 7,914.4 Change resulting from the change in fair value 120.4 (51.7) 71.4 (180.6) (208.3) 35.5 (23.7) (3.1) (127.5) 39.8 (327.8) Transfers to consolidated reserves in case of disposals ------(385.1) - - (31.6) (416.7)

As of December 31, 2020 2,974.2 2,296.3 986.0 845.0 369.0 62.0 3.1 (97.6) (273.4) 5.2 7,169.9

170 GBL – Annual Report 2020 4. Gains (losses) from disposals of subsidiaries - investing activities

In EUR million 2020 2019

opseo - 9 7.6 Looping - 38.1 Other 3.7 (0.0) Gains (losses) from disposals of subsidiaries - investing activities 3.7 135.7

This caption included, in 2019, the net capital gains on the sales by ECP III of opseo (EUR 98 million) and Looping (EUR 38 million). 5. Other operating income (expenses) and employee expenses 5.1. Details of other operating income (expenses)

In EUR million 2020 2019

Miscellaneous goods and services (47.2) (37.4) Employee expenses (22.6) (24.4) Depreciation and amortisation (0.8) (0.5) Other operating expenses (0.5) (1.0) Other operating income 1.5 0.7 Other operating income (expenses) - investing activities (69.6) (62.5)

Transport costs (451.0) (522.9) Subcontracting costs (199.1) (159.3) Operating leases (42.4) (38.0) Fees (132.1) (134.3) Various taxes (51.7) (43.1) Other operating expenses (534.6) (584.4) Other operating income 5 7. 2 76.5 Share of profit (loss) of associates belonging to consolidated operating activities (8.7) (7.7) Other operating income (expenses) - operating activities (1,362.4) (1,413.3)

Other operating expenses related to operating activities mainly consist of Imerys’ maintenance and repair expenses (EUR 117 million and EUR 123 million in 2020 and 2019 respectively), restructuring expenses (EUR 68 million in 2020 and EUR 146 million in 2019) and research and development costs (EUR 47 million and EUR 54 million in 2020 and 2019 respectively). 5.2. Details of employee expenses

In EUR million 2020 2019

Remuneration (16.5) (13.2) Social security contributions (2.5) (2.3) Costs related to stock options (0.6) (5.8) Contributions to pension plans (2.2) (2.7) Other (0.9) (0.5) Total employee expenses - investing activities (22.6) (24.4)

The details of the remuneration of GBL’s directors are shown in note 32. The stock option plans are detailed in note 27.

In EUR million 2020 2019

Remuneration (1,738.0) (942.5) Social security contributions (279.6) (168.9) Costs related to stock options (7.1) (7.2) Contributions to pension plans (117.2) (41.6) Other (15.2) (2.9) Total employee expenses - consolidated operating activities (2,157.0) (1,163.1)

GBL – Annual Report 2020 171 6. G ains (losses) from disposals, impairments and reversals of non-current assets related to operating activities

In EUR million 2020 2019

Impairments on intangible assets and goodwill (12.7) (0.1) Impairments on property, plant and equipment, net of reversals (65.6) (38.2) Reversal of impairments on other non-current assets 0.0 0.2 Capital gain/(loss) realised on disposals of investments (3.3) (13.0) Total (81.5) (51.1)

The impairments on intangible assets, goodwill and property, plant and equipment are detailed in the notes 9, 10 and 11 respectively. 7. Financial income (expenses)

In EUR million 2020 2019

Interest income on cash and cash equivalents, non-current assets or other (2.1) 19.7 Interest expenses on financial liabilities (22.1) (15.7) Gains (losses) on trading securities and derivatives 63.1 (19.6) Changes in the fair value of other equity investments recognised at fair value through profit or loss 391.8 152.9 Other financial income 0.7 11.7 Other financial expenses (7.3) (5.8) Financial income (expenses) - investing activities 424.0 143.2

Interest income on cash and cash equivalents and non-current assets 3.0 6.2 Interest expenses on financial liabilities (124.4) (94.7) Gains (losses) on trading securities and derivatives 3.8 (3.1) Other financial income 26.6 5 7. 8 Other financial expenses (261.3) (48.8) Financial income (expenses) - operating activities (352.4) (82.6)

Financial income (expenses) from investing activities total EUR 424 million (compared to EUR 143 million in 2019). They mainly consist of (i) the changes in fair value of other equity investments recognised at fair value in profit or loss for EUR 392 million (EUR 153 million in 2019), (ii) the default interest on the withholding taxes which had been unduly applied to ENGIE and Total dividends for EUR 2 million (EUR 19 million in 2019) and (iii) a EUR 45 million income related to the mark to market of the derivative component associated to the exchangeable bonds into LafargeHolcim and GEA shares (a EUR - 32 million expense in 2019). These impacts are partially compensated by the interest charges on GBL’s indebtness, notably institutional bonds for EUR - 17 million (EUR - 17 million in 2019). Financial income (expenses) from consolidated operating activities essentially result from the changes of the debts on Webhelp’s minority shareholders (founders) for EUR - 209 million (EUR 0 million in 2019) and interest expenses on Webhelp’s and Imerys’ indebtness for EUR 58 million and EUR 47 million respectively (EUR 0 million and EUR 57 million in 2019 respectively). 8. Turnover The table below presents the split of the revenue into sales of goods, services provided and other:

In EUR million 2020 2019

Sales of goods 3,726.5 4,283.9 Services provided 2,189.1 752.5 Other 0.3 1.5 Total 5,915.9 5 , 0 3 7. 9

The table below presents the split by cash generating unit:

In EUR million 2020 2019

Performance Materials (Imerys) 2,159.7 2,381.3 High Temperature Materials & Solutions (Imerys) 1,646.9 1,975.2 Holdings (Imerys) (8.1) (2.0) Imerys 3,798.5 4,354.5 Sapiens/Webhelp 1,636.6 - svt (Sienna Capital) 180.9 169.4 Keesing (Sienna Capital) 169.9 156.1 Vanreusel (Sienna Capital) 53.0 49.2 Indo (Sienna Capital) 44.1 4 7. 8 Sausalitos (Sienna Capital) 32.9 55.4 opseo (Sienna Capital) - 1 0 7.4 Looping (Sienna Capital) - 98.1 Sienna Capital 480.8 683.4 Total 5,915.9 5 , 0 3 7. 9

172 GBL – Annual Report 2020 The breakdown of the group’s turnover by geographic region is as follows:

In EUR million 2020 2019

Turnover Belgium 140.7 140.2 Other European countries 3,439.3 2,511.1 Americas 1,134.1 1,266.2 Asia 910.8 9 5 7.7 Other 291.1 162.7 Total 5,915.9 5 , 0 3 7. 9

The following table presents a different breakdown of revenue by the time at which goods or services are transferred to customers, distinguishing between goods and services transferred to customers at a given point in time and services transferred to customers over time:

In EUR million 2020 2018

Goods and services transferred to customers at a specific time 3,715.5 4,285.4 Services progressively transferred to customers 2,200.4 752.5 Total 5,915.9 5 , 0 3 7. 9

At Imerys’ level, main contributor to the turnover, the breakdown of revenue by geographical location of its operations and geographical location of its customers is as follows:

In EUR million 2020 2019

Turnover breakdown by geographic areas Europe 1,961.7 2,244.8 Asia-Oceania 668.3 748.0 North America 1,000.8 1,162.2 Other 1 6 7. 6 199.5 Total 3,798.5 4,354.5

In EUR million 2020 2019

Turnover breakdown by geographic areas of the clients Europe 1,725.1 1,984.4 Asia-Oceania 860.5 976.3 North America 943.0 1,083.9 Other 270.0 309.9 Total 3,798.5 4,354.5

GBL – Annual Report 2020 173 9. Intangible assets

Software Mining rights Patents, licences Trademarks Customer Other Total In EUR million and concessions relations

Gross carrying amount As of December 31, 2018 154.0 2.8 349.9 92.2 - 228.1 8 2 7. 0 Investments 3.6 0.6 7.1 4.6 - 23.6 39.4 Changes in group structure/Business combinations - - 143.4 110.7 485.1 76.4 815.6 Transfers between categories 12.8 (0.1) (34.2) 38.4 13.6 (28.8) 1.7 Disposals and retirements (1.7) - - - - (41.7) (43.4) Foreign currency translation adjustments 0.8 - 0.2 - - 3.1 4.1 Other (2.4) 0.3 (12.6) (59.5) - (19.2) (93.4) As of December 31, 2019 1 6 7. 1 3.6 453.8 186.4 498.7 241.4 1,550.9 Investments 19.5 0.2 5.3 0.9 - 24.4 50.3 Changes in group structure/Business combinations (64.5) - (172.2) - - (13.7) (250.3) Transfers between categories 82.8 - (32.6) (10.8) - (25.9) 13.5 Disposals and retirements (1.0) - (1.3) - - (2.4) (4.7) Foreign currency translation adjustments (4.7) (0.2) (3.2) - - (4.7) (12.7) Other 0.6 (0.1) (1.5) - - (25.5) (26.5) As of December 31, 2020 199.9 3.5 248.4 176.5 498.7 193.6 1,320.5

Cumulated amortisation As of December 31, 2018 (96.4) (0.5) (48.7) (8.4) - (116.3) (270.3) Amortisation (16.2) (0.2) (18.7) (2.1) - (19.8) (57.0) Impairment (losses)/reversals - - - - - (0.1) (0.1) Transfers between categories (0.5) - (1.3) - - 1.0 (0.8) Disposals and retirements 1.6 - - - - 41.3 42.9 Foreign currency translation adjustments (0.7) - (0.2) - - (2.5) (3.4) Changes in group structure/Other 1.0 - (30.4) - - (10.4) (39.8) As of December 31, 2019 (111.2) (0.7) (99.3) (10.5) - (106.8) (328.5) Amortisation (23.4) (0.3) (15.3) (2.2) (38.4) (15.9) (95.3) Impairment (losses)/reversals (0.0) - (0.0) - - - (0.0) Transfers between categories (26.4) - 18.3 8.3 - (14.1) (13.9) Disposals and retirements 0.7 - 1.3 - - 1.0 3.1 Foreign currency translation adjustments 4.0 0.1 0.6 - - 3.4 8.1 Changes in group structure/Other 28.2 (0.1) 52.4 - - 26.3 106.8 As of December 31, 2020 (128.1) (1.0) (41.9) (4.4) (38.4) (106.1) (319.8)

Net carrying amount As of December 31, 2018 5 7. 6 2.3 301.2 83.8 - 111.8 556.7 As of December 31, 2019 55.9 2.9 354.4 175.9 498.7 134.6 1,222.4 As of December 31, 2020 71.8 2.5 206.5 172.1 460.3 8 7. 5 1,000.7 Of which: Holding 0.0 - - - - - 0.0 Imerys 50.1 2.5 163.1 - - 71.9 2 8 7. 6 Sapiens/Webhelp 21.5 - 11.7 148.3 460.3 - 641.8 Sienna Capital 0.2 - 31.7 23.8 - 15.7 71.3

The intangible assets with an indefinite useful life amount to EUR 154 million as of December 31, 2020 – presented under the heading “Trademarks” (EUR 46 million as of December 31, 2019 – presented under the headings “Patents, licenses and concessions” and “Trademarks”). The depreciation charges for the various periods are shown under “Other operating income (expenses) from investing activities” and “Depreciation/ amortisation of property, plant, equipment and intangible assets - consolidated operating activities” in the consolidated statement of comprehensive income. Research and development costs in 2020 amounted to EUR 47 million (EUR 54 million in 2019). The heading “Changes in group structure/Business combinations” in 2019 included mainly the impact of the finalization of the purchase accounting at Webhelp.

174 GBL – Annual Report 2020 10. Goodwill

In EUR million 2020 2019

Gross carrying amount As of January 1 4,244.5 2,771.2 Changes in group structure/Business combinations (117.6) 1,755.9 Foreign currency translation adjustments (62.6) 10.7 Subsequent value adjustments 0.3 (53.0) Disposals (2.1) (240.3) As of December 31 4,062.5 4,244.5

Cumulated impairment losses As of January 1 (77.6) (78.4) Impairment losses (12.7) - Foreign currency translation adjustments 3.1 (0.5) Disposals - 1.3 As of December 31 (87.3) (77.6)

Net carrying amount as of December, 31 3,975.2 4,166.9 Of which: Holding - - Imerys 2,149.1 2,153.1 Sapiens/Webhelp 1,711.4 1,712.8 Sienna Capital 114.7 301.0

As of December 31, 2020, this caption was made up of EUR 2,149 million of goodwill generated by Imerys’ various business lines, EUR 1,711 million of goodwill from the Webhelp group acquisition and EUR 115 million of goodwill on acquisitions by ECP III (EUR 2,153 million, EUR 1,713 million and EUR 301 million respectively as of December 31, 2019). Definition of cash generating units (CGU) GBL’s management has retained the judgements made by Imerys, Webhelp and Sienna Capital in the definition of CGUs. At Imerys, as goodwill feeds into the business management indicators monitored by the management, it is tested for impairment at the same levels as those monitored by the management, which are as follows: Performance Minerals Europe, Middle East, Africa (PMEMEA), Performance Minerals Americas (PMA), Performance Minerals Asia Pacific (PMAPAC) excluding G&C and Graphite & Carbon (G&C) within the Performance Minerals (PM) segment; and High Temperature Solutions (HTS) and Refractory, Abrasives & Construction (RAC) within the High Temperature Materials & Solutions (HTMS) segment. Other than goodwill, all assets within Imerys including right-of-use assets net of lease liabilities and mining assets are covered within the scope of these tests. At Webhelp, the CGUs are directly based on the structure of the analysis followed up on each month by the management, as part of the operational reporting carried out by Webhelp. Webhelp operates in a single CRM BPO market with homogeneous macroeconomic characteristics as well as specific operational features. The activity of the Webhelp group is reported through a single CGU, the Webhelp CGU. At Sienna Capital level, the goodwill is allocated to each investment. In the table below, the carrying amount and the goodwill impairment loss are presented by CGU:

2020 2019

Net carrying Cumulated Net carrying Cumulated amount impairment amount impairment In EUR million losses losses

Sapiens/Webhelp (Webhelp) 1,711.4 - 1,712.8 - Performance Materials (Imerys) 1,186.2 (2.0) 1 ,1 6 7. 3 (2.1) High Temperature Materials & Solutions (Imerys) 962.0 (85.3) 985.0 (75.6) Vanreusel (Sienna Capital) 59.2 - 51.9 - Indo (Sienna Capital) 40.5 - 40.5 - Sausalitos (Sienna Capital) 15.0 - 14.5 - Holdings (Imerys) 0.8 - 0.8 - Keesing (Sienna Capital) - - 105.3 - svt (Sienna Capital) - - 88.8 - Total 3,975.2 (87.3) 4,166.9 (77.6)

GBL – Annual Report 2020 175 Impairment tests In accordance with IAS 36, group companies conduct a yearly impairment test on all their CGUs to the extent that they report goodwill. The recoverable amount of a CGU or an individual asset is the highest of the fair value less the costs of sale and the value in use. In practice, fair value can only be reliably estimated for individual assets and therefore corresponds to recent transaction prices for sales of similar assets. The value in use is the most commonly used measurement basis for CGUs and individual assets. For Imerys, this test required the recognition of a EUR 13 million impairment in 2020 (EUR 0 million in 2019). The projected cash flows used by Imerys in their impairment test as of December 31, 2020 are taken from their 2021-2025 plan. This “mid case” was developed using independent analysis of underlying markets and integrates the best estimate of the identifiable impact of the Covid-19 crisis. Imerys’ assets are not all exposed to the consequences of the crisis in the same way, the return to pre-Covid levels of business has been determined according to the different contexts. The key underlying assumption of these forecasts is the level of organic growth. To calculate the terminal growth rate, Imerys uses the Gordon and Shapiro perpetual growth model. The discount rate used to calculate value in use is determined using the weighted average cost of capital of groups comparable to Imerys in the industrial minerals sector. This rate, set at 6.50% for 2020 (6.75% for 2019), is adjusted for a country-market risk premium, which depending on the CGU or individual assets tested ranged from + 29 to + 158 basis points in 2020 (+ 41 to + 145 basis points in 2019). In 2020, the average discount rate after income tax amounted to 7.24% (7.50% in 2019). The calculations net of income tax are the same as those that would be performed with cash flows and rates before income tax, as required by applicable standards. For Sienna Capital, these tests, performed on an annual basis, did not require the recognition of any impairment in 2020 and 2019. The projected cash flows derive from the financial budgets made by managements of each respective investment, covering a period of three to five years. The prepared projections are extrapolated and cover a period of ten years. For the terminal value, Sienna Capital uses an average of the Gordon and Shapiro perpetual growth model and multiple valuation method. The discount rate used to calculate the value in use is determined based on the weighted average cost of capital of groups comparable to each investment in their respective sector. This rate is adjusted by a country/market risk premium and a specific premium. The average discount rate after taxes was 10.95% in 2020 (10.00% in 2019). At Webhelp, the projected cash flows used are based on a weighting of 3 scenarios built on a 5-year business plan, then extrapolated to cover a 10-year period. For the terminal value, Webhelp uses the Gordon and Shapiro perpetual growth model. The definition of the discount rate is based on a study of the cost of capital of groups comparable to Webhelp adjusted for a specific premium of 1.00% in line with the group’s financial structure. It stands at 7.70% as of December 31, 2020. The impairment test carried out on the Webhelp CGU does not reveal any loss in value on the group’s tested assets as of October 31, 2020, this conclusion was confirmed by the November and December 2020 results. In the table below, the weighted average discount and perpetual growth rates used to calculate the value in use are presented by CGU:

2020 2019

Discount rate Perpetual growth rate Discount rate Perpetual growth rate

Performance Materials (Imerys) 7. 4 7 % 1.72% 7.6 7 % 2.05% High Temperature Materials & Solutions (Imerys) 7.09% 2.36% 7.25% 1.99% Average rate (Imerys) 7.24% 2.16% 7.50% 2.02% Average rate (Sapiens/Webhelp) 7.70 % 2.00% n.r n.r Average rate (Sienna Capital) 10.95% 1.75% 10.00% 1.17%

Sensitivity to a change in the projected cash flows and discount rates Out of all of the assumptions used, changes in the projected cash flows, the discount rate and the perpetual growth rate have the largest impact on the financial statements. The following table shows the impairment losses per CGU that would be accounted for by GBL in case of adverse changes compared to the retained assumptions in the financial statements as of December 31, 2020:

Adverse In EUR million changes

Forecasted cash flows (5%) Impairment loss (2.1)

Discount rates + 100 bps Impairment loss (3.7)

Perpetual growth rates (100 bps) Impairment loss (1.6)

176 GBL – Annual Report 2020 11. Property, plant and equipment

Land and Mineral reserves Fittings, Right of use Assets in progress Other property, Total buildings machinery, plant and equipment and equipment In EUR million rolling stock

Gross carrying amount As of December 31, 2018 682.1 896.3 4,300.9 408.9 2 2 7. 8 80.2 6,596.2 Investments 8.5 61.9 73.8 59.0 164.7 20.4 388.4 Changes in group structure/Business combinations 40.7 0.5 82.3 141.2 5.2 162.1 432.0 Disposals and retirements (18.9) (4.0) (250.6) - (6.8) (0.9) (281.2) Foreign currency translation adjustments 5.8 14.2 59.8 5.9 3.8 0.1 89.6 Other (38.6) (21.8) (49.7) (87.9) (144.5) (86.8) (429.4) As of December 31, 2019 679.6 9 4 7. 1 4,216.5 5 2 7. 1 250.3 175.1 6,795.6 Investments 14.0 5 7.1 79.2 109.8 126.1 32.6 418.9 Changes in group structure/Business combinations (11.0) 0.9 22.1 (20.1) (1.5) (9.4) (19.1) Disposals and retirements (6.6) (4.8) (53.5) (11.5) (0.5) (4.4) (81.4) Foreign currency translation adjustments (41.3) (83.8) (223.7) (18.7) (22.2) (4.7) (394.4) Other 1 7.0 (9.4) 65.3 (1.9) (124.7) (2.3) (55.9) As of December 31, 2020 651.7 9 0 7. 2 4,105.8 584.7 2 2 7. 5 1 8 7. 0 6,663.7

Cumulated depreciation As of December 31, 2018 (279.3) (392.7) (3,133.5) - (30.3) (29.0) (3,864.8) Depreciation (21.7) (59.4) (185.8) (99.4) (0.2) (9.6) (376.1) Impairment (losses)/reversals (0.3) (14.6) (15.9) (6.5) (0.7) (0.2) (38.2) Disposals and retirements 16.6 6.7 246.9 - 6.1 0.3 276.7 Foreign currency translation adjustments (2.6) (7.0) (44.6) (2.9) (1.1) - (58.2) Changes in group structure/Other (8.6) 22.8 64.8 3 7. 3 0.6 (64.2) 52.7 As of December 31, 2019 (295.8) (444.2) (3,068.1) (71.5) (25.6) (102.7) (4,007.9) Depreciation (20.9) (59.5) (197.1) (143.8) (0.8) (21.6) (443.7) Impairment (losses)/reversals (7.2) (32.9) (20.9) (4.2) (0.3) (0.1) (65.6) Disposals and retirements 2.4 4.7 49.5 6.4 - 3.9 6 7. 0 Foreign currency translation adjustments 16.3 40.9 158.3 9.4 3.1 2.5 230.5 Changes in group structure/Other 5.0 9.4 40.2 8.4 0.6 8.4 72.0 As of December 31, 2020 (300.2) (481.6) (3,038.0) (195.4) (23.0) (109.5) (4,147.7)

Net carrying amount As of December 31, 2018 408.2 503.6 1,174.7 - 1 9 7. 5 52.7 2,336.7 As of December 31, 2019 383.8 502.9 1,148.4 455.5 224.7 72.4 2 ,78 7. 6 As of December 31, 2020 351.5 425.6 1 , 0 6 7.7 389.3 204.5 7 7.4 2,516.1 Of which: Holding - - 1.6 13.8 - 2.3 1 7. 8 Imerys 306.1 425.6 1,002.3 192.7 198.1 - 2,125.0 Sapiens/Webhelp 26.9 - 31.2 129.1 4.8 74.7 266.6 Sienna Capital 18.4 - 32.6 53.6 1.4 0.6 106.7

In 2020, impairment losses, net of reversals, amounting to EUR 65 million were recorded by Imerys on its property, plant and equipment (EUR 38 million in 2019). The depreciation charges for the various periods are shown under “Other operating income (expenses) from investing activities” and “Depreciation/ amortisation of property, plant, equipment and intangible assets - consolidated operating activities” in the consolidated statement of comprehensive income.

GBL – Annual Report 2020 177 Leases The group negotiates leases to obtain from the lessee the right to use certain mining, industrial and logistics equipment, as well as immovable administrative, industrial and logistical property. As of December 31, 2020, the value of these rights, recognized in “Right-of-use assets”, amounted to EUR 389 million (EUR 456 million as of December 31, 2019). “Right-of-use assets” represent the following assets:

Land and buildings Mineral reserves Fittings, Assets in progress Other property, Total machinery, plant and equipment and equipment In EUR million rolling stock

Gross carrying amount As of January 1, 2019 165.2 - 113.7 - 130.0 408.9 Investments 12.5 - 10.0 - 36.5 59.0 Changes in group structure/Business combinations 132.6 - 8.5 - - 141.2 Disposals and retirements ------Foreign currency translation adjustments 1.9 - 4.2 - (0.2) 5.9 Other (13.1) - (34.0) - (40.8) (87.9) As of December 31, 2019 299.1 - 102.5 - 125.5 5 2 7. 1 Investments 88.3 - 9.2 - 12.3 109.8 Changes in group structure/Business combinations (6.2) - (6.9) - (7.1) (20.1) Disposals and retirements (9.2) - (2.3) - - (11.5) Foreign currency translation adjustments (12.3) - (3.2) - (3.2) (18.7) Other (1.9) - (0.5) - 0.5 (1.9) As of December 31, 2020 3 5 7. 9 - 98.8 - 128.0 584.7 Cumulated depreciation As of January 1, 2019 ------Depreciation (38.6) - (47.4) - (13.4) (99.4) Impairment (losses)/reversals (6.5) - - - - (6.5) Disposals and retirements ------Foreign currency translation adjustments (1.2) - (1.8) - 0.1 (2.9) Changes in group structure/Other 19.5 - 13.1 - 4.7 3 7. 3 As of December 31, 2019 (26.8) - (36.2) - (8.6) (71.5) Depreciation (87.6) - (35.8) - (20.5) (143.8) Impairment (losses)/reversals - - (4.2) - - (4.2) Disposals and retirements 4.2 - 2.1 - - 6.4 Foreign currency translation adjustments 7.1 - 0.3 - 2.0 9.4 Changes in group structure/Other 10.5 - 19.3 - (21.4) 8.4 As of December 31, 2020 (92.6) - (54.4) - (48.4) (195.4) Net carrying amount As of January 1, 2019 165.2 - 113.7 - 130.0 408.9 As of December 31, 2019 272.3 - 66.3 - 116.9 455.5 As of December 31, 2020 265.4 - 44.4 - 79.5 389.3 Of which: Holding 13.8 - - - - 13.8 Imerys 125.7 - 40.0 - 2 7.0 192.7 Sapiens/Webhelp 125.7 - 3.4 - - 129.1 Sienna Capital 0.2 - 1.0 - 52.5 53.6

The right-of-use and lease liability model is applied to all leases, except leases with a term of 12 months or less, leases of low-value assets and variable lease payments and services, which are recognized in expenses (EUR 31 million in 2020 and EUR 30 million in 2019). As of December 31, 2020, “Lease liabilities” recognized against “Right-of-use assets” amounted to EUR 416 million (EUR 474 million as of December 31, 2019) and generated an interest expense of EUR 25 million recognized in financial income (expenses). Cash payments made in 2020 totaled EUR 258 million, broken down as EUR 234 million for the principal and EUR 25 million in interest, respectively in financing and operating activities in the consolidated statement of cash flows (respectively EUR 104 million, EUR 95 million and EUR 10 million in 2019). The group does not generate any material revenue from leasing the freehold assets it owns, nor from the sub-lease of assets leased. 12. Other non-current assets

In EUR million 2020 2019

Non-current financial assets 113.6 102.2 Derivative financial instruments - Hedging 0.5 7.7 Derivative financial instruments - Held for trading 4.1 - Long-term advance payments, loans and deposits 76.0 54.6 Other 33.0 39.8 Non-current non-financial assets 6.5 6.6 Assets related to pension plans 6.5 6.6 Other - - Total 120.1 108.8 Of which: Holding 0.6 0.5 Imerys 82.5 88.0 Sapiens/Webhelp 33.4 1 7.7 Sienna Capital 3.7 2.6

178 GBL – Annual Report 2020 13. Income taxes 13.1. Breakdown of the “income taxes” heading

In EUR million 2020 2019

Current taxes (100.9) (98.4) For the year in progress (101.3) (109.9) For previous years 0.4 11.6 Deferred taxes 20.1 33.3 Related to the creation and reversal of temporary differences 2 7. 3 33.1 Related to changes in tax rates or new tax liabilities (2.0) (0.5) Related to the recognition / (use) of deferred tax assets resulting from losses from previous periods (0.1) 0.3 Other (5.0) 0.4 Total (80.8) (65.1)

13.2. Reconciliation of the income tax expense for the year

In EUR million 2020 2019

Profit (loss) before income taxes 510.1 834.0 Share of profit (loss) of equity-accounted entities 39.7 5 7.0 Profit (loss) before income taxes and before share of profit (loss) of equity-accounted entities 549.8 891.0 Taxes at Belgian rate (25.00% in 2020 and 29.58% in 2019) (137.4) (263.6)

Impact of different tax rates in foreign countries 3.9 0.9 Tax impact of non-taxable income 2 0 7. 6 231.6 Tax impact of non-deductible expenses (87.6) (22.3) Tax impact of changes in tax rates for subsidiaries (4.9) 0.3 Tax impact of adjustments relating to previous years or previously unrecognized deferred tax assets (17.7) (27.6) Other (44.7) 15.5 Income tax (expense) for the year (80.8) (65.1)

The corporate tax rate in Belgium has decreased from 29.58% in 2019 to 25.00% in 2020. The effective tax rate in 2020 stands at 14.70%, compared with 7.31% in 2019. In 2020 and 2019, these low rates primarily result from the non taxation of unrealized capital gains on investments recognised at fair value through profit or loss and dividends received. 13.3. Deferred tax by nature in the balance sheet

Deferred tax assets Deferred tax liabilities

In EUR million 2020 2019 2020 2019

Property, plant, equipment and intangible assets 111.3 128.6 (395.7) (512.1) Inventories, trade receivables, trade payables and provisions 84.1 98.1 (4.7) (6.7) Employee benefit obligations 51.8 56.6 - - Unused tax losses and credits 28.8 38.1 - - Other 73.4 56.0 (60.1) (50.2) Offsetting of assets/liabilities (188.6) (222.6) 188.6 222.6 Total 160.9 154.7 (271.9) (346.4) Of which: Holding - - - - Imerys 130.4 120.6 (92.0) (106.9) Sapiens/Webhelp 29.5 30.8 (158.5) (165.0) Sienna Capital 1.0 3.3 (21.5) (74.5)

Deferred tax assets are recognized for tax losses carried forward when their recovery is deemed probable and over an expected recovery horizon not exceeding five years. The valuation of deferred tax assets recognized in this regard is based on an analysis of the loss’ constitution, the probability of recurrence of losses in the future, future business prospects and national laws limiting the use of carryforward losses. As of December 31, 2020, these deferred tax assets thus recognized amount to a total of EUR 29 million (EUR 38 million in 2019). For the Holding segment, tax losses relating to the “Notional Interest Deduction” (NID) claimed by the group in Belgium, amounted to EUR 21 million (EUR 21 million in 2019). Other tax losses carried forward for an unlimited time and tax credits amounted to EUR 1,052 million (EUR 1,032 million in 2019); for foreign subsidiaries, these items amounted to EUR 4,817 million (EUR 5,401 million in 2019). Furthermore, regarding the other segments, tax losses carried forward for an unlimited time and tax credits amount to EUR 451 million for Imerys, EUR 37 million for Webhelp and EUR 81 million for ECP III and its operating subsidiaries (respectively EUR 400 million, EUR 33 million and EUR 102 million in 2019). These tax losses and tax credits did not give rise to the recognition of a deferred tax asset because their recovery is considered uncertain.

GBL – Annual Report 2020 179 No deferred tax liabilities are recognised in relation to the temporary tax differences between the carrying amount and the tax value of investment securities if the group is able to verify the date of the temporary difference’s reversal and it is likely that this difference will not be reversed in the foreseeable future. The group estimates that the deferred tax liabilities not recognised in this regard as of December 31, 2020 amount to EUR 15 million (EUR 18 million as of December 31, 2019). The following tables show the evolution of deferred tax assets and liabilities in 2020 and 2019:

In EUR million December 31, 2019 Result Shareholders' equity Other December 31, 2020

Deferred tax assets 154.7 7. 2 8.1 (9.1) 160.9 Deferred tax liabilities (346.4) 13.0 1.5 60.0 (271.9) Net (191.7) 20.1 9.6 50.9 (111.0)

In EUR million December 31, 2018 Result Shareholders' equity Other December 31, 2019

Deferred tax assets 117.9 (52.0) 13.7 75.1 154.7 Deferred tax liabilities (198.4) 85.3 (2.5) (230.8) (346.4) Net (80.5) 33.3 11.2 (155.7) (191.7)

The heading “Other” comprised in 2019 mainly the impact of the finalization of purchase accounting at Webhelp. Finally, the different taxes directly recorded under shareholders equity are shown in the following table:

In EUR million 2020 2019

Actuarial gains (losses) (32.7) (56.4) Of which amounts before taxes (40.6) (69.8) Of which deferred taxes 7.9 13.4

Foreign currency translation adjustments (225.3) 30.3 Of which amounts before taxes (228.1) 32.4 Of which deferred taxes 2.8 (2.1)

Cash flow hedge 22.4 (5.5) Of which amounts before taxes 23.5 (5.4) Of which deferred taxes (1.1) (0.1)

Revaluation reserves (327.8) 3,875.9 Of which amounts before taxes (327.8) 3,875.9 Of which deferred taxes - - 14. Inventories

In EUR million 2020 2019

Raw materials, consumables and parts 328.3 382.9 Work in progress 99.7 133.7 Finished goods and goods for resale 3 2 7. 4 375.6 Other 0.2 0.1 Gross total (before writedowns) 755.6 892.4 Writedowns of inventory As of January 1 (46.2) (70.1) Writedowns over the year (17.0) (17.0) Reversals of writedowns 9.5 11.9 Foreign currency translation adjustments - - Other 2.2 28.9 As of December 31 (51.5) (46.2) Net total 704.0 846.1 Of which: Holding - - Imerys 691.8 812.6 Sapiens/Webhelp 1.5 0.9 Sienna Capital 10.7 32.6

The amount of inventories recognized as an expense is EUR 32 million in 2020 (EUR 24 million in 2019).

180 GBL – Annual Report 2020 15. Trade receivables

In EUR million 2020 2019

Trade receivables 954.8 1,002.4 Writedowns of doubtful receivables (42.5) (43.1) Net total 912.3 959.3 Of which: Holding 0.3 0.1 Imerys 568.0 623.9 Sapiens/Webhelp 326.6 276.9 Sienna Capital 1 7. 5 58.3

Trade receivables are mainly related to Imerys and Webhelp. Factoring agreements have been put in place by Imerys and Webhelp for an unlimited period for a maximum amount of EUR 186 million, including taxes. As of December 31, 2020, EUR 127 million in receivables were thus transferred and deconsolidated, the risks and benefits associated with these receivables, including default and late payment risks, having been transferred to the factor (EUR 139 million as of December 31, 2019). The following table shows the change in writedowns over several years:

In EUR million 2020 2019

Writedowns of receivables at 1 January (43.1) (34.1) Writedowns over the year (13.2) (8.2) Utilisations 5.7 - Reversals of writedowns 6.7 6.6 Foreign currency translation adjustments and other 1.3 (7.3) Writedowns of receivables at 31 December (42.5) (43.1)

Trade receivables do not bear interest and generally have a 30 to 90-day maturity. At the reporting date, some of the trade receivables detailed below may be due without being impaired, for example when covered by a credit insurance contract or a guarantee.

In EUR million 2020 2019

Delay of no more than 1 month 102.9 183.1 Delay of 1 to 3 months 40.8 59.9 Delay of more than 3 months 46.2 45.4 Total trade receivables due and not written down 189.9 288.4 Trade receivables not due and trade receivables due and written down 722.4 670.9 Total trade receivables, net 912.3 959.3

16. Trading financial assets

In EUR million 2020 2019

Money market funds (SICAV) 434.6 1,402.3 Other trading assets 25.3 13.6 Total 459.9 1,415.9 Of which: Holding 453.1 1,400.1 Imerys 6.8 9.4 Sapiens/Webhelp - - Sienna Capital 0.0 6.4

17. Cash, cash equivalents and financial liabilities 17.1. Cash and cash equivalents

In EUR million 2020 2019

Treasury bonds and treasury notes 20.0 20.1 Deposits (maturity < 3 months) 193.3 311.6 Current accounts 1,060.6 889.6 Total 1,273.9 1,221.3 Of which: Holding 292.3 416.2 Imerys 648.5 660.4 Sapiens/Webhelp 314.0 121.8 Sienna Capital 19.0 22.9

As of December 31, 2020 and 2019, cash was completely held in fixed-term deposits, treasury notes and current accounts with various financial institutions.

GBL – Annual Report 2020 181 17.2. Financial liabilities

In EUR million 2020 2019

Non-current financial liabilities 5,624.5 5,372.2 Exchangeable bonds (GBL) 1,188.7 744.4 Institutional bonds (GBL) 994.2 992.9 Bonds (Imerys) 1,703.0 1,700.0 Bank borrowings (Sapiens/Webhelp) 1,190.4 1,210.0 Bank borrowings (Sienna Capital) 130.0 302.1 Lease liabilities 322.2 350.9 Other non-current financial liabilities 95.9 71.9

Current financial liabilities 394.0 1,315.6 Bank borrowings (GBL) - 739.8 Bank borrowings (Imerys) 256.3 1 5 7. 2 Bonds (Imerys) - 223.7 Lease liabilities 93.4 122.8 Other current financial liabilities 44.4 72.1

Bonds exchangeable into GEA shares (GBL) On October 1, 2020, GBL has announced the completion of an offering by its fully-owned subsidiary Oliver Capital S.à r.l. (the “Issuer”) of EUR 450 million of bonds exchangeable into existing registered shares of GEA Group AG (“GEA”) guaranteed by GBL. This issuance initially related to approximately 11.3 million GEA shares representing approximately 6.2% of its share capital. The bonds had, at their issuance, a maturity of 3 years and 3 months (December 29, 2023) except in case of an early redemption and do not bear interest. The bonds have been issued at an issue price of 102.0% of their principal amount and will be redeemed at their principal amount at maturity. The effective interest rate (including transaction costs allocated to the debt) stands at 0.6%. The Issuer will have the option to redeem all, but not only some, of the bonds, at any time on or after October 6, 2022 at their principal amount, provided that the value of the underlying shares per bond attributable to EUR 100,000 in principal amount of bonds shall have exceeded EUR 130,000 on each of not less than 20 trading days in any period of 30 consecutive trading days. The Issuer will have a share redemption option to deliver underlying shares and, as the case may be, an additional amount in cash upon its redemption of the bonds, both on the maturity date and upon early redemption. Bondholders may request the exchange of their bonds for exchange property (being initially only GEA shares) at any time from November 16, 2020 until 40 Brussels business days before the maturity date, subject to the option of the Issuer to satisfy exchange rights in cash, exchange property or a combination thereof. The bonds are admitted to trading on the Open Market (Freiverkher) of the Frankfurt Stock Exchange. The carrying amount of these bonds (excluding the option) is EUR 442 million as of December 31, 2020. The option is assessed at fair value on the reporting date (EUR 7 million, shown under “Other non-current financial liabilities”).

Bonds exchangeable into LafargeHolcim shares (GBL) On September 6, 2019, GBL has announced the completion of an offering by its fully-owned subsidiary Eliott Capital S.à r.l. (the “Issuer”) of EUR 750 million of bonds exchangeable into existing registered shares of LafargeHolcim Ltd (“LafargeHolcim”) guaranteed by GBL. This issuance initially related to approximately 13.2 million LafargeHolcim shares representing approximately 2.1% of its share capital. The bonds had, at their issuance, a maturity of 3 years and 4 months (December 30, 2022) except in case of an early redemption and do not bear interest. The bonds have been issued at an issue price of 101.0% of their principal amount and will be redeemed at their principal amount at maturity. The effective interest rate (including transaction costs allocated to the debt) stands at 0.3%. The Issuer will have the option to redeem all, but not only some, of the bonds, at any time on or after September 11, 2021 at their principal amount, provided that the value of the underlying shares per bond attributable to EUR 100,000 in principal amount of bonds shall have exceeded EUR 130,000 on each of not less than 20 trading days in any period of 30 consecutive trading days. The Issuer will have a share redemption option to deliver underlying shares and, as the case may be, an additional amount in cash upon its redemption of the bonds, both on the maturity date and upon early redemption. Bondholders may request the exchange of their bonds for exchange property (being initially only LafargeHolcim shares) at any time from October 22, 2019 until 35 Brussels business days before the maturity date, subject to the option of the Issuer to satisfy exchange rights in cash, exchange property or a combination thereof. The bonds are admitted to trading on the Open Market (Freiverkher) of the Frankfurt Stock Exchange. The carrying amount of these bonds (excluding the option) is EUR 745 million as of December 31, 2020. The option is assessed at fair value on the reporting date (EUR 2 million, shown under “Other non-current financial liabilities”).

Bonds issued by GBL On June 19, 2018, GBL has placed a EUR 500 million institutional bond, with a 7-year maturity and a coupon of 1.875%. This issuance is intended to cover the group’s general corporate purposes and to lengthen the weighted average maturity of the gross debt. The carrying amount of this debt is EUR 496 million as of December 31, 2020. During the first semester of 2017, GBL has issued an institutional bond of EUR 500 million, with a coupon of 1.375% and maturing on May 23, 2024. The carrying amount of this debt is EUR 498 million as of December 31, 2020.

182 GBL – Annual Report 2020 Bonds (Imerys) Imerys has issued listed and non-listed bonds. The bond issues as of December 31, 2020 are detailed below :

Nominal value in Nominal interest Effective interest Listed/Unlisted Maturity Fair value Carrying amount currency rate rate

In million In EUR million In EUR million

EUR 500.0 2.00% 2.13% Listed 12-10-2024 531.6 503.6 EUR 300.0 0.88% 0.96% Listed 03-31-2022 305.0 302.5 EUR 300.0 1.88% 1.92% Listed 03-31-2028 321.3 305.7 EUR 600.0 1.50% 1.63% Listed 01-15-2027 634.5 615.2 Total 1,792.4 1 ,7 2 7. 0

The bond issues as of December 31, 2019 are detailed below:

Nominal value in Nominal interest Effective interest Listed/Unlisted Maturity Fair value Carrying amount currency rate rate

In million In EUR million In EUR million

EUR 1 6 7.6 2.50% 2.60% Listed 11-26-2020 170.8 1 6 7.7 EUR 55.9 2.50% 1.31% Listed 11-26-2020 5 7.0 56.0 EUR 500.0 2.00% 2.13% Listed 12-10-2024 536.3 504.4 EUR 300.0 0.88% 0.96% Listed 03-31-2022 305.7 303.0 EUR 300.0 1.88% 1.92% Listed 03-31-2028 318.2 305.9 EUR 600.0 1.50% 1.63% Listed 01-15-2027 624.1 616.3 Total 2,012.1 1,953.3

Bank debts (Webhelp) Those bank debts coming from Webhelp mainly include the following bank loans contracted on November 19, 2019:

As of December 31, 2020 Nominal value in Nominal interest Effective interest Listed/Unlisted Maturity Fair value Carrying amount currency rate rate

In million In EUR million In EUR million

GBP 125.0 4.68% 5.14% Unlisted 11-18-2026 1 3 7.4 134.7 EUR 1,020.0 3.25% 3.65% Unlisted 11-18-2026 1,020.0 1,001.0 EUR 58.5 3.00% 3.00% Unlisted 05-18-2026 58.5 54.7 Total 1,215.9 1,190.4

As of December 31, 2019 Nominal value in Nominal interest Effective interest Listed/Unlisted Maturity Fair value Carrying amount currency rate rate

In million In EUR million In EUR million

GBP 125.0 5.51% 6.02% Unlisted 11-18-2026 146.4 143.3 EUR 1,020.0 3.50% 3.91% Unlisted 11-18-2026 1,020.0 998.4 EUR 63.5 3.25% 2.15% Unlisted 05-18-2026 63.5 59.1 Total 1,229.9 1,200.8

Bank loans (Sienna Capital) This caption includes the different bank loans of the operational subsidiaries of ECP III.

Bank debts (GBL) In the first half of 2019, GBL entered into prepaid forward sales contracts for 15.9 million Total shares, maturing in January 2020, and collected EUR 771 million in cash. Following these transactions, and in accordance with IFRS 9, a debt valued at amortized cost was recognized for an initial amount of EUR 742 million. As of December 31, 2019, the carrying amount of this debt was EUR 740 million and the value of the derivative attached to these transactions, recorded under other current liabilities, amounted to EUR 34 million.

Bank debts (Imerys) Those bank debts coming from Imerys include as of December 31, 2020, EUR 256 million of short-term borrowings and EUR 1 million of bank overdrafts (EUR 150 million and EUR 7 million respectively as of December 31, 2019).

Lease liabilities These liabilities mature in 2021 for a total of EUR 93 million, between 2022 and 2025 for EUR 200 million and EUR 122 million thereafter.

Other non-current financial liabilities This item primarily includes the debts of ECP III’s operating subsidiaries. These debts are contracted with non-controlling interests.

GBL – Annual Report 2020 183 Undrawn credit lines As of December 31, 2020, the group had undrawn credit lines with various financial institutions totalling EUR 3,449 million (EUR 3,606 million as of December 31, 2019). These credit facilities were available to GBL, Imerys, Webhelp and ECP III’s operating subsidiaries in the amounts of EUR 2,150 million, EUR 1,110 million, EUR 189 million and EUR 0 million respectively (EUR 2,150 million, EUR 1,260 million, EUR 148 million and EUR 48 million respectively as of December 31, 2019). With regards to GBL, all credit lines mature between 2024 and 2026. Confirmed credit lines do not have financial covenants, meaning that, under its credit contracts, GBL has no obligations in terms of compliance with financial ratios. 17.3. Change of financial liabilities The table below mentions the reconciliation in 2020 and 2019 between the financial debts included in the consolidated balance sheet and the amounts from the consolidated statement of cash flows:

As of January 1, Cash flow Acquisitions/ Impact of Other As of December 31, 2020 variation sales of exchange rates movements 2020 In EUR million subsidiaries change

Financial liabilities - Non-current liabilities 5,372.2 564.8 7.0 (63.3) (256.2) 5,624.5 Financial liabilities - Current liabilities 1,315.6 (1,099.7) 24.3 14.1 139.7 394.0 Total 6,687.9 (534.9) 31.3 (49.3) (116.5) 6,018.5

As of January 1, Cash flow variation 1st application of Acquisitions/ Impact of Other As of December 31, 2019 IFRS 16 sales of exchange rates movements 2019 In EUR million subsidiaries change

Financial liabilities - Non-current liabilities 3,623.8 662.4 336.5 944.0 19.6 (214.0) 5,372.2 Financial liabilities - Current liabilities 205.6 689.6 87.9 51.5 (8.8) 289.5 1,315.6 Total 3,829.4 1,352.0 424.5 995.5 10.8 75.5 6,687.9

The other movements in 2020 and 2019 stemmed mainly from the reclassification between non-current liabilities and current liabilities. The change in cash shown in the table above is reconciled with the consolidated statement of cash flows as follows:

As of December 31, As of December 31, In EUR million 2020 2019

Cash flow variation (534.9) 1,352.0 Of which: proceeds from financial liabilities 694.9 1,598.9 repayments of financial liabilities (1,229.8) (246.9)

17.4. Residual contractual maturities of financial liabilities

In EUR million 2021 2022-2026 2027 and more

As of December 31, 2020 Principal Interests Principal Interests Principal Interests Non-current financial liabilities - 58.7 3,385.7 228.1 2,238.7 40.6 Other non-current financial liabilities - - 604.8 - 121.4 - Non-current derivative financial instruments - - 19.9 - - - Current financial liabilities 394.0 24.7 - - - - Trade payables 603.8 - - - - - Current derivative financial instruments 26.2 - - - - - Other current financial liabilities 24.7 - - - - - Total 1,048.6 83.3 4,010.5 228.1 2,360.1 40.6

In EUR million 2020 2021-2025 2026 and more

As of December 31, 2019 Principal Interests Principal Interests Principal Interests Non-current financial liabilities - 60.0 3,125.7 410.7 2,246.5 66.4 Other non-current financial liabilities - - 474.6 - - - Non-current derivative financial instruments - - 58.1 - - - Current financial liabilities 1,315.6 6 7.0 - - - - Trade payables 6 6 7.1 - - - - - Current derivative financial instruments 69.1 - - - - - Other current financial liabilities 25.5 - - - - - Total 2 , 0 7 7. 3 1 2 7. 0 3,658.4 410.7 2,246.5 66.4

184 GBL – Annual Report 2020 18. Other current assets

In EUR million 2020 2019

Current financial assets 46.9 88.0 Dividends to be received - - Derivative financial instruments held for trading 14.2 1.0 Derivative financial instruments - Hedging 5.3 13.4 Other 2 7. 4 73.6

Current non financial assets 315.9 353.4 Tax assets other than those related to income taxes 90.6 93.9 Other taxes and VAT to be recovered 120.4 1 4 7. 9 Deferred expenses 39.7 41.6 Other 65.2 70.0

Total 362.8 441.4 Of which: Holding 43.4 75.4 Imerys 213.7 239.4 Sapiens/Webhelp 100.2 109.8 Sienna Capital 5.3 16.8

19. Share capital and dividends 19.1. Shares issued and outstanding and treasury shares

Number of issued shares Of which treasury shares

As of December 31, 2018 161,358,287 (2,642,982) Change - (2,596,007) As of December 31, 2019 161,358,287 (5,238,989) Change - (3,510,827) As of December 31, 2020 161,358,287 (8,749,816)

Treasury shares As of December 31, 2020, the group held 8,749,816 treasury shares, or 5.42% of the issued capital. Their acquisition cost is deducted from shareholders’ equity; 161,541 of which are used to hedge the stock option plans granted between 2007 and 2012 (see note 27). In 2020, GBL acquired and sold respectively 4,108,376 and 597,549 shares (3,715,343 shares and 1,119,336 shares, respectively, in 2019) for an overall net amount of EUR 261 million. Information on acquisitions of treasury shares by GBL or its subsidiaries has been published since July 1, 2009 on the GBL website. 19.2. Dividends On May 7, 2020, a dividend of EUR 3.15 per share (EUR 3.07 in 2019) was paid to shareholders. The proposition will be made to the General Shareholders Meeting of April 27, 2021 to approve the profit distribution relating to the 2020 financial year, amounting to a total of EUR 396 million, and which will be paid on May 6, 2021. Based on the number of shares entitled to dividends (158,368,260), the distribution relating to 2020 will correspond to a gross dividend of EUR 2.50 per share. 20. Provisions

Product Environment Legal, social Total guarantees and regulatory In EUR million risks

As of December 31, 2018 4.5 251.2 440.3 696.0 Additions 1.8 32.9 29.2 63.9 Uses (1.7) (10.0) (22.7) (34.4) Reversals (0.8) (5.3) (32.7) (38.8) Impact of discounting - 4.2 0.1 4.3 Changes in group structure/Business combinations - - 5.9 5.9 Foreign currency translation adjustments (0.1) 5.8 6.1 11.8 Other - 1.3 (226.7) (225.4) As of December 31, 2019 3.8 280.1 199.5 483.4 Additions 1.7 13.3 18.4 33.4 Uses (1.3) (10.5) (22.6) (34.4) Reversals (0.6) (3.2) (17.1) (20.9) Impact of discounting - 2.6 - 2.6 Changes in group structure/Business combinations - (1.6) (0.2) (1.8) Foreign currency translation adjustments (0.2) (15.2) (14.2) (29.6) Other - 0.0 28.1 28.1 As of December 31, 2020 3.4 265.5 191.9 460.8 Of which current provisions - 16.0 49.2 65.2 Of which non-current provisions 3.4 249.4 142.8 395.6

GBL – Annual Report 2020 185 The group’s provisions totalled EUR 461 million as of December 31, 2020 (EUR 483 million in 2019). They mainly relate to Imerys (EUR 454 million in 2020 and EUR 467 million in 2019). The probability of settlement and the amount of the obligations are estimated by the group, that generally calls upon in-house company experts to approve the key assumptions, taking into account the anticipated effects, regulatory changes where applicable, and independent counsel regarding material disputes and claims. Independent counsel handles allegations of personal or financial damage implicating the civil liability of the group and potential breaches of contractual obligations or regulations on social, real estate and environmental issues. The provisions set aside for these risks are included in the EUR 192 million of provisions for legal, social and regulatory risks in the table of changes mentioned above. This includes in particular the balance of the provision set aside to resolve the litigation involving Imerys’ talc operations in the US. On February 13, 2019, the three North American talc subsidiaries decided to file for the protection, with immediate effect, of the special legal process of Chapter 11 under US law in order to permanently resolve the long-running talc-related litigation in the United States. Under Chapter 11, the group remains the legal owner of all the share capital of the three North American entities, but these assets are subject to the jurisdiction of the US Delaware federal courts, which will oversee the continuing operations of the entities concerned as well as the conclusion and execution of a business continuity plan that these entities have sought to negotiate with representatives of existing claimants currently involved in the ongoing litigation as well as any future claimants. The Chapter 11 process also suspends all ongoing and future litigation proceedings and prevents any further claims being brought against these entities relating to past and current talc operations in the US. Given effective control of the three entities was transferred on February 13, 2019 to the court to repay creditors, the assets and liabilities held by the three entities were removed from the scope of consolidation of the group’s financial statements from this date forward, which led to an additional EUR 6 million being recognized. Negotiations between the North American Talc Subsidiaries, which were joined by Imerys Talc Italy, Imerys group and the representatives of claimants led to the agreement on May 15, 2020 of a joint reorganization plan, which was filed on the same day with the competent Federal Court for the District of Delaware. This plan provides that once the necessary approvals have been obtained, the Talc Subsidiaries involved will emerge from the Chapter 11 process and the group will be released from all existing and future talc-related liabilities arising out of their past operations, as such liabilities will be channeled into a dedicated trust to be established. The plan is currently undergoing the necessary approval process. On January 25, 2021, the court approved the disclosure statement of the plan (“Disclosure Statement”) that is currently subject to a vote by the creditors of the Talc Subsidiaries involved and claimants against them. Subject to the plan being approved by a qualified majority of voters, it will then undergo a confirmation procedure that is currently scheduled to begin at the end of June, before it receives final approval by the competent Federal Courts. Imerys Talc Italy has been named in a few outstanding talc related lawsuits in the United States. Upon the grant of the required majority vote on the plan, Imerys Talc Italy intends also to file for Chapter 11 protection and join the plan in order to benefit from the same comprehensive and permanent resolution of historic talc-related liabilities as the North American Talc Subsidiaries. It is expected that the plan could be approved in time for the Talc Subsidiaries involved to emerge from Chapter 11 in summer 2021. Under the proposed plan and concurrently with its approval process, the North American Talc Subsidiaries have sold their assets to Magris Resources, a Canadian investment fund, for USD 223 million. Imerys Talc Italy’s business is not included in this sale and will remain part of the group throughout and after closing of the Chapter 11 proceedings. The group’s contribution to the plan will consist of (i) a minimum cash payment of USD 75 million, (ii) an additional amount of up to USD 103 million subject to a reduction mechanism proportionate to the sale price for the assets of the North American Talc Subsidiaries, and (iii) certain other components further outlined in the plan. These commitments primarily include certain insurance assets, financing of minor unsecured trade claims (USD 5 million) or certain potential excess administrative costs of the Chapter 11 process incurred by the Talc Subsidiaries Involved up to a maximum of USD 15 million. Given the North American Talc Subsidiaries were sold for USD 223 million, the group is expected to contribute the minimum of the above-mentioned USD 75 million. In light of the terms of the plan, the progress made in the approval process and the sale of assets held by the North American Talc Subsidiaries, at the date the group’s 2020 annual financial results were approved, Imerys’ Executive Management reviewed with the help of independent third-party experts and reiterated its prior estimate of the risk related to the resolution of the Chapter 11 procedure and the forecast financial impact for the group. A provision of EUR 250 million was initially accrued in Imerys’ 2018 consolidated financial accounts, knowing that the North American Talc Subsidiaries have been deconsolidated since February 13, 2019. At December 31, 2020, the balance of this provision, which amounts to USD 119 million, is considered appropriate to cover the expected financial impact of the Plan for the group. Imerys’ provisions to hedge product guarantees amounted to EUR 4 million and have a probable maturity ranging from 2021 to 2025. The group (overwhelmingly Imerys) establishes provisions to hedge the environmental risks resulting from its industrial activity and provisions for the rehabilitation of mining sites at the end of their operating lifetimes. These provisions totalled EUR 266 million as of December 31, 2020 (EUR 280 million in 2019). The corresponding obligations are expected to mature between 2021 and 2025 for EUR 83 million, between 2026 and 2035 for EUR 90 million and as from 2036 for EUR 92 million. 21. Retirement benefits and other post-employment benefits 21.1. Defined contribution plans In this type of retirement plan, whose future level is not guaranteed to the beneficiaries, the employer commits to pay regular contributions to the third parties (retirement funds, insurance companies or financial institutions) on a mandatory basis (statutory or regulatory provisions) or an optional basis (supplementary retirement plan voluntarily provided by the company). These plans are mostly granted to Imerys employees. The amounts are paid during the year in which they are due. The total amount of contributions paid for defined contribution plans is EUR 31 million in 2020 (EUR 33 million in 2019). 21.2. Defined benefit plans Characteristics of defined benefit plans In this type of plan, the group guarantees to the beneficiaries the level of the benefit that will be paid in the future. The beneficiaries of these plans are employees who are acquiring entitlements in exchange for services rendered to the group (active beneficiaries), employees who are no longer acquiring entitlements in exchange for services rendered to the group and former employees outside the group (deferred beneficiaries), as well as former retired employees (retired beneficiaries). The valuation of retirement benefit obligations and other employee benefits is carried out by independent actuaries. These plans may be financed by insurance companies (group insurance), retirement funds or independent entities. Two plans accounted for 78.3% of the group’s total commitment as of December 31, 2020. These are the UK plan - the Imerys UK Pension Scheme (Imerys UK) and the US plan - the Imerys USA Retirement Growth Account Plan (Imerys USA).

186 GBL – Annual Report 2020 The table below sets out their main characteristics:

Imerys UK Imerys USA

Eligibility Hiring limit date 12/31/2004 03/31/2010 Retirement age 65 65 Description of the benefits Terms of payment Annuity (1) Capital (2) Revaluation based on the consumer price index Yes No End date of cumulated rights 03/31/2015 12/31/2014 Regulatory framework Minimum employer funding obligation Yes (3) Yes (3) Minimum beneficiary contribution obligation Yes No Governance Trustees representing the employer Yes Yes Trustees representing beneficiaries Yes No Independent trustees Yes No Responsibility of trustees Definition of the investment strategy Yes Yes Negotiation of deficit refinancing with the employer Yes - Administrative management of benefit payments Yes Yes

The duration of these two plans is 15 years of Imerys UK and 10 years for Imerys USA (respectively 15 years and 10 years as of December 31, 2019).

Management of risks associated with employees benefits Description of risks The main issue related to the financial management of employee benefits is the control of the funding ratio of obligations, i.e. the ratio between the value of plan assets and the value of the obligations. The funding ratio of obligations may be deteriorated by a decorrelation between a change in value (generally negative) of plan assets and a change in value (generally positive) of obligations. The value of plan assets may be reduced by deteriorating the fair value of investments. The value of obligations may rise for all plans after a drop in discount rates or benefits paid as life annuities, either due to an increase in the inflation rates used to remeasure the obligations of certain plans, or due to an increase in the life expectancy of beneficiaries. Risk management The strategy to control the obligation funding level consists firstly of optimising the value of the plan assets. Investment strategies are therefore devised to deliver a steady return while also taking advantage of opportunities with limited or moderate risks levels. The choice of investments is specific to each plan and factors in the duration of the plan as well as minimum funding regulatory constraints. Since 2011, Imerys has pursued a specific strategy to control the funding ratio of obligations in the UK in particular, which defines plan asset investments to match the obligation. The strategy, known as Liability Driven Investment (LDI), controls the funding ratio of the obligation by pegging cash inflows to cash outflows over the duration of the obligation. In practice, it involves structuring the portfolio of plan assets so that the cash inflows generated by the return on investments match the cash outflows generated by the payment of benefits. It hedges the risk of an increase in the obligation due to a drop in discount rates or an increase in inflation rates by covering a portion of the value of the regularly revised obligation.

Funding of employee benefits The group funds the majority of employee benefits with investments unavailable to third parties in trusts or insurance contracts legally separate from the group. These investments, classified as plan assets, stood at EUR 1,222 million as of December 31, 2020 (EUR 1,223 million as of December 31, 2019). Imerys also has reimbursement rights, in other words investments held directly by the group, which came to EUR 6 million as of December 31, 2020 (EUR 6 million as of December 31, 2019). The obligation funding ratio therefore stood at 73.3% as of December 31, 2020 (75.4% as of December 31, 2019). A provision of EUR 439 million was recognised as of December 31, 2020 for the funded and unfunded plan deficit (EUR 393 million as of December 31, 2019), as the following table shows:

In EUR million 2020 2019

Obligations funded by plan assets (1,409.2) (1,389.8) Obligations funded by reimbursement rights (31.6) (29.9) Fair value of plan assets 1,222.5 1,223.4 Fair value of reimbursement rights 6.1 6.0 Funding surplus (deficit) (212.2) (190.3) Unfunded obligations (226.9) (203.1) Assets/(provision) (439.1) (393.5) Of which: Non-current liabilities (445.5) (400.1) Non-current assets 6.5 6.6

(1) Annuity calculated based on number of years of service provided, annual salary on retirement and average of three last annual salaries (2) Principal at a guaranteed interest rate (Cash Balance Plan) (3) The employer is obliged to fund each unit of service provided at 100% on the basis of a funding evaluation

GBL – Annual Report 2020 187 Fair value of plan assets The assets held by the group to fund employee benefits generated real interest of EUR 138 million in 2020 (EUR 120 million in 2019), as presented in the table below. In accordance with current regulations, only a normative share of this return was credited to profit or loss in 2020, amounting to EUR 23 million (EUR 32 million in 2019), calculated based on the discount rate used on the obligations. The surplus real return above the normative return was credited to shareholders’ equity in the amount of EUR 115 million in 2020 (EUR 87 million in 2019).

In EUR million 2020 2019

Balance as of January 1 1,223.4 1,168.0 Employer's contributions 11.6 24.4 Participants' contributions - - Benefits paid (73.8) (123.8) Foreign currency translation adjustments (65.6) 49.7 Real return on assets 1 3 7. 6 119.5 Normative return (profit or loss) 22.5 32.1 Adjustment to the real return (shareholders' equity) 115.0 8 7.4 Changes in group structure/Business combinations (10.1) (14.0) Other movements (0.5) (0.4) Balance as of December 31 1,222.5 1,223.4

Distribution of plan assets

In % 2020 2019

Shares 6% 10% Listed 6% 10% Unlisted - - Bonds 79% 76% Listed 79% 76% Unlisted - - Real estate 1% 1% Other 15% 13% Total 100% 100%

Plan obligations – funded, unfunded and partially funded plans

In EUR million 2020 2019

Balance as of January 1 1,622.9 1,468.5 Current service costs for the period 92.3 14.9 Interest expense 26.8 38.3 Actuarial losses (gains) from: 155.7 1 5 7. 2 changes to demographic assumptions 0.2 0.8 changes to financial assumptions 1 57.6 139.5 experience adjustments (2.2) 1 7.0 Benefits paid (83.8) (139.9) Changes in group structure/Business combinations (17.6) (9.4) Foreign currency translation adjustments (76.1) 53.6 Other movements (52.4) 39.7 Balance as of December 31 1 , 6 6 7.7 1,622.9

Amounts relating to the plan recognised in comprehensive income

In EUR million 2020 2019

Current service costs for the period 92.3 14.9 Interest expense 26.8 38.3 Normative return on the assets of defined benefit plans (22.5) (32.1) Other - (1.0) Amounts recognised in profit or loss 96.6 20.1 Surplus real return on assets above their normative return (115.0) (87.4) Actuarial losses (gains) from post-employment benefits due to: 155.7 1 5 7. 2 changes to demographic assumptions 0.2 0.8 changes to financial assumptions 1 57.6 139.5 experience adjustments (2.2) 1 7.0 Amounts recognised in shareholders' equity - (credit)/debit 40.6 69.8 Total 1 3 7. 2 89.9

188 GBL – Annual Report 2020 Changes in the statement of financial position The change in the amounts recognised in the statement of financial position is explained in the following table:

In EUR million 2020 2019

Amounts recognised as of January 1 393.5 294.8 Net expense recognised in profit or loss 96.6 20.1 Contributions paid (21.6) (40.5) Actuarial (gains)/losses and ceiling on assets recognised in shareholders' equity 40.6 69.8 Changes in group structure/Business combinations/Foreign currency translation adjustments and other (69.9) 49.2 Amounts recognised as of December 31 439.1 393.5 Of which: Holding 10.4 9.4 Imerys 352.3 369.1 Sapiens/Webhelp 9.5 8.1 Sienna Capital - 6.9

During the financial year 2020, a net debit amount of EUR 33 million related to actuarial gains and losses and the ceiling on recognised assets was charged directly to shareholders’ equity, i.e. EUR 41 million gross less EUR 8 million in related taxes (a net debit amount of EUR 56 million as of December 31, 2019, i.e. EUR 70 million gross less EUR 13 million in related taxes).

Estimates The actuarial assumptions used to value the defined benefit plans are presented below:

In % 2020 2019

Discount rate 0.5% - 2.1% 0.9% - 2.8% Average salary increase rate 2.4% - 5.8% 2.4% - 5.8% Inflation rate 1.8% - 2.9% 1.8% - 2.2%

More specifically for the two monetary zones where the largest commitments are located (the United Kingdom and the United States), the actuarial assumptions were as follows in 2020:

United United In % Kingdom States

Discount rate 1.1% 2.1% Average salary increase rate 2.5% 0.0% Inflation rate 2.9% 0.0%

Among these estimates, it is the discount rate that has the most significant impact on the group’s financial statements. The following table presents the impact of a reasonably estimated change in discount rates following a possible decrease (lower case) or increase (higher case) in the assumption applied to the financial statements as of December 31, 2020 (actual 2020). The impact of these changes is measured on three aggregates (obligation, net interest and current service cost) in the two monetary zones in which the most significant obligations have been undertaken (the United Kingdom and the United States). The reasonably estimated change in discount rates has been set at 50 basis points, based on the weighted average change in discount rates in the United Kingdom and the United States over the last five years.

In EUR million Low simulation Central/Base scenario High simulation

United Kingdom Discount rate 0.6% 1.1% 1.6% Obligation at the reporting date 1,079.8 1,001.5 933.8 Net interest in 2021 profit or loss (1) 0.9 0.8 0.2 Current service costs in 2021 profit or loss (2) - - - United States Discount rate 1.6% 2.1% 2.6% Obligation at the reporting date 260.3 2 4 7.4 235.7 Net interest in 2021 profit or loss (1) 1.3 1.4 1.4 Current service costs in 2021 profit or loss (2) 1.4 1.3 1.2 At constant scope of consolidation and all other things being equal, the amount of the contributions to the various defined retirement benefit plans is estimated at EUR 22 million for 2021.

(1) Accretion of obligation, net of normative yield on assets (2) Plan closed-frozen as of April 1, 2015

GBL – Annual Report 2020 189 22. Other non-current liabilities

In EUR million 2020 2019

Non-current financial liabilities 74 6.2 532.7 Debt on minority shareholders 726.2 474.6 Derivative financial instruments held for trading 19.9 56.1 Derivative financial instruments - Hedging - 2.0 Other - - Non-current non-financial liabilities 36.8 24.5 Liabilities related to cash-settled share-based payments 2.6 2.5 Other 34.3 22.0

Total 783.0 5 5 7. 2 Of which: Holding 10.8 42.7 Imerys 34.7 22.7 Sapiens/Webhelp 735.9 491.4 Sienna Capital 1.6 0.4

The 2 founders and some members of the staff of the Webhelp group are minority shareholders of Webhelp and hold put options towards GBL on all their shares, which can be exercised at certain predefined periods. Consequently, a debt on minority shareholders has been recognized on the balance sheet and is valued at amortized cost. As of December 31, 2020, it amounts to EUR 800 million (EUR 475 million as of December 31, 2019), of which EUR 726 million are presented under Other non-current liabilities, in accordance with IFRS 9, and EUR 73 million are presented under Pensions and post-employment benefits, in accordance with IAS 19. The debt valuation for the founders is, as contractually defined, based on equity value estimates at possible exercise date, computed based on (i) EBITDA projections, (ii) a characteristic multiple of Webhelp’s activity and (iii) the group’s projected net debt. Expected future cash flows are discounted at a constant discount rate taking into account the liquidity windows during which the options can be exercised. This debt is accounted for under Other non-current liabilities. The debt towards members of the staff includes: - t he amount owed to the related employees, in the event of their departure before the exercise periods of the put options they hold. This part of the debt, which represents the determined repurchase price of the shares they hold, is recognized in Other non-current liabilities; - t he assessment of the additional amounts that these employees will receive in the event of the exercise of their put options, as defined contractually, which is based on:

• a determined equity value at possible exercise date, computed based on (i) EBITDA projections, (ii) a fixed unchanged multiple and (iii) the group’s projected net debt; • an additional estimated retrocession, which will depend on the level of EBIDTA taken into account when exercising the put options. This part of the debt, which is recognized in Pensions and post-employment benefits as it is subject to a service condition, is recognized over the vesting period. The related expected future cash flows are discounted at a constant discount rate taking into account the liquidity windows during which their put options can be exercised. In terms of sensitivity, a 10% increase/decrease in EBITDA and the multiple (founders) would, all things being equal, have an estimated impact of EUR 187 million and EUR - 158 million on the value of the debt.

23. Other current liabilities

In EUR million 2020 2019

Current financial liabilities 50.8 94.6 GBL coupons to be paid 3.6 3.6 Derivative financial instruments held for trading 15.9 25.2 Derivative financial instruments - Hedging 10.2 43.9 Other 21.1 21.9 Current non-financial liabilities 792.5 614.6 Social security liabilities 283.9 169.2 Deferred income 13.6 16.7 Tax liabilities other than those related to income tax 131.0 125.0 Other 364.1 303.7

Total 843.2 709.2 Of which: Holding 43.1 65.8 Imerys 3 7 7. 8 355.3 Sapiens/Webhelp 414.0 249.9 Sienna Capital 8.3 38.1

The other current non-financial liabilities mainly include a Webhelp debt corresponding to funds received by the group on behalf of their clients (EUR 161 million) and the debt on fixed assets at Imerys’ level for EUR 113 million.

190 GBL – Annual Report 2020 24. Assets and liabilities associated with assets held for sale Assets and liabilities associated with assets held for sale include investments for which exclusive negotiations were outstanding as of December 31, 2020 related to the sales of Keesing and svt which were finalized in January and February 2021, respectively. Those include the following elements:

In EUR million December 31, 2020 December 31, 2019

Non-current assets 4 6 7.7 - Current assets 89.6 - Assets held for sale 5 5 7. 3 - Non-current liabilities 296.8 - Current liabilities 70.4 - Liabilities associated with assets held for sale 3 6 7. 3 -

The cashflows related to these activities are presented in the table below:

In EUR million December 31, 2020 December 31, 2019

Net cash from (used in) operating activities 29.2 - Net cash from (used in) investing activities (53.5) - Net cash from (used in) financing activities 33.2 - Net variation in cash and cash equivalents 8.9 -

25. Financial risks management and sensitivity analysis Considering the specific nature of each of the entities consolidated in the group’s financial statements and their widely differing activities (financial for GBL and operational for Imerys and Webhelp), each entity manages risks independently. The main risks identified at group level are the foreign exchange risk, the stock exchange risk, the interest rate risk, the energy price risk, the market liquidity risk, the conversion of financial statements risk and the credit risk (mainly for Webhelp and Imerys). Foreign exchange risk is defined as the risk whereby a cash flow labeled in foreign currency may be subject to a deterioration caused by an unfavorable change in its counterpart in functional currency. The group is exposed to foreign exchange risk through: (i) The impact it can have on the value of its portfolio through investments quoted in foreign currencies (accounted for as other equity investments and trading assets), as well as through dividend flows it receives. As of December 31, 2020, GBL was primarily exposed to CHF and USD. A 10% appreciation/depreciation in the EUR versus its end-of-year rate for all currencies used by the group would have had an impact of EUR - 689 million and EUR 689 million on shareholder equity and EUR - 125 million and EUR 125 million on the annual income statement. These calculations only concern statements of financial position owned by the group and does not take into account the impact of the appreciation/depreciation of these currencies on the market price of the underlying assets. (ii) The impact on the underlying elements of its net financial debt, i.e. before foreign exchange rates derivatives as of December 31, 2020. A 10% downward or upward variation of the Euro against other foreign currencies would generate a variation of EUR 64 million and EUR - 64 million on net financial debt. A 10% decrease/increase in foreign currency exchange rates on the portfolio of derivative instruments held as of December 31, 2020 for highly probable future transactions of purchases and sales in foreign currencies would have an impact on equity (effective portion of derivative instruments qualified as cash flow hedges) of EUR 9 million and EUR - 7 million respectively and on the income statement (ineffective portion of derivative instruments qualified as cash flow hedges of cash and derivative instruments not eligible for hedge accounting) of EUR 0 million and EUR 0 million. The transactions performed by the group are accounted for, wherever possible, in the functional currency of the entity that carries out the transaction. When it is not possible to record a transaction in the functional currency of the entity, the transactional currency risk may be hedged on an individual basis using forwards, swaps or options. The corresponding instruments qualify as cash flow hedges. Stock exchange risk is defined as the risk whereby the portfolio of the group (other equity investments and trading assets) may be influenced by an unfavorable change of market prices. The group is exposed, due to the very nature of its activities, to market fluctuations of its portfolio. The volatility of the financial markets, moreover, can have an impact on the share price of GBL. As of December 31, 2020, a 10% appreciation / depreciation in the market price of all portfolio investments in listed companies as well as on the derivative instruments (options, exchangeable and convertible bonds) would have an impact of EUR 1,573 million and EUR - 1,573 million on shareholder equity and of EUR - 15 million and EUR 15 million on the annual income statement. Interest rate risk is defined as the risk whereby the interest flow related to financial liabilities, on the one hand, and gross cash, on the other hand, may be deteriorated by an unfavorable change of interest rates. Regarding financial liabilities, a modification of interest rates has a limited impact on GBL’s profit (loss) because the vast majority of its financial liabilities is issued at fixed interest rates. Regarding cash, GBL chose, despite negative interest rates imposed by the European Central Bank, to continue to privilege liquidity while limiting the counterpart risk. Cash is henceforth invested in short-term investments in order to remain mobilisable at any time for being able to contribute to the flexibility and the securing of the group in case of investment or materialisation of exogenous risks. Imerys’ strategy focuses on obtaining finances mainly in euros, which is the most accessible fixed-rate financial resource. Medium-term fixed-rate bond issues are converted to floating rates using interest rate swaps. Given the expected trends in interest rates in 2020, the group has fixed the interest rate for part of its future financial debt on various terms. At Webhelp’s level, the interest rate risk mainly concerns its variable rate bank debt, which was subscribed as part of GBL’s majority investment in November 2019.

GBL – Annual Report 2020 191 To hedge against the risk of changes in interest rates, Webhelp has subscribed to derivative instruments covering 40% of its debt denominated in EUR beyond a Euribor at 1% and 60% of its debt in GBP in the event of a rise in the Libor above 1.5%. These instruments have a maturity of January and July 2021 respectively. The group has not yet subscribed to any new instrument aimed at hedging a possible rise in the Euribor beyond January 2021. In terms of sensitivity, a decrease or increase of interest rates (Euribor and Libor) of 0.5% would respectively have an impact on the net financial debt of the group of EUR 1 million and EUR - 1 million. Energy price risk is the risk whereby the cash outflow due in relation to energy purchases may be subject to a deterioration by a rise in its market price. Imerys is exposed to the price risk of energy used in the production cycle of its activities, mainly natural gas, electricity and, to a lesser extent, coal. To manage energy price risk, Imerys sources its energy from a variety of geographical locations and sources. The group aims at impacting the increase in energy onto the selling price of its products. Energy price risk is hedged using forward and option contracts, instruments that qualify as cash flow hedges. In terms of sensitivity, a 10% decrease or increase of natural gas and Brent prices on the portfolio of derivative instruments held at December 31, 2020 with respect to highly probable future purchases of natural gas and Brent crude would have an impact on equity (effective portion of cash flow hedges) of EUR - 5 million and EUR 5 million respectively, and on the income statement (ineffective portion of cash flow hedges and non-hedge derivative instruments) of EUR 0 million and EUR 0 million. Market liquidity risk is the risk whereby the group would not be in a position to meet the repayment obligations of its financial liabilities due to the non-renewal of a non-confirmed financial resource (short-term negotiable securities, bank facility and accrued interests, or other debt and facilities). Group cash flow forecasts between the drawdown date and the repayment date of these debts must allow the group to honor its repayments at maturity. The debt schedule of debts is presented in note 17. Credit risk is the risk that a group debtor (mainly Imerys and Webhelp) does not reimburse their debt at the agreed due date. This risk mainly affects trade receivables. Credit risk is monitored at entity level by analyzing the breakdown of receivables by maturity. Generally due between 30 and 90 days, the group’s receivables are not covered by any material financing component. Group entities may hedge credit risk through credit insurance contracts or warranties (see note 15). Conversion of financial statements risk is a form of foreign exchange risk whereby the value in euros of the financial statements of a foreign operation may be subject to a deterioration due to an unfavorable change in the foreign exchange rate of the functional currency of that business. The group, mainly through Imerys, hedges part of its net investments in foreign operations by granting loans specifically allocated to financing the operations in the long term and by controlling the proportion of its financial debt stated in foreign currencies. The exchange rate differences generated by the loans and borrowings qualified as hedges of net investments in foreign operations are recognized in equity so as to neutralize, to a certain extent, the translation gains or losses on hedged net investments. In terms of sensitivity, a 10% decrease or increase in foreign exchange rates on the portfolio of foreign exchange swaps held at December 31, 2020 with respect to hedges of net investments in foreign operations would have an impact on equity (effective portion of hedges of net investments in foreign operations) of EUR - 71 million and EUR 58 million respectively, and on the income statement (ineffective portion of hedges of net investments in foreign operations and non-hedge derivative instruments) of EUR 0 million and EUR 0 million. 26. Derivative financial instruments 26.1. Fair values of short-term and long-term derivative financial instruments The fair values of the derivative financial instruments held as of December 31, 2020 and 2019 are shown in the following table:

In EUR million 2020 2019

Assets 24.0 22.1 Of which non-current assets 4.5 7.7 Of which current assets 19.5 14.4 Composed of: Forwards, futures and currency swaps – Derivative instruments held for trading 14.1 1.0 Forwards, futures and currency swaps – Hedging 5.8 19.2 Futures and commodities options – Derivative instruments held for trading 4.1 - Futures and commodities options – Hedging - 1.9

Liabilities (46.1) (127.2) Of which non-current liabilities (19.9) (58.1) Of which current liabilities (26.1) (69.1) Composed of: Forwards, futures and currency swaps – Derivative instruments held for trading (1.6) (2.0) Forwards, futures and currency swaps – Hedging (9.3) (3.5) Forwards on shares - Hedging - (34.2) Interest rate swaps (IRS) – Derivative instruments held for trading (0.3) - Futures and commodities options – Hedging (0.9) (8.3) Call and put options on shares – Derivative instruments held for trading (33.9) (79.2)

Net position (22.0) (105.1) Forwards, futures and currency swaps 9.0 14.7 Forwards on shares - (34.2) Interest rate swaps (IRS) (0.3) - Futures and commodities options 3.2 (6.4) Call and put options on shares (33.9) (79.2)

192 GBL – Annual Report 2020 The following table shows the maturity of the cash flow hedge derivatives for the reporting periods ended December 31, 2020 and 2019:

In EUR million Total Within the year 2 to 5 years Over 5 years

Forwards, futures and currency swaps (3.5) (4.0) 0.5 - Forwards on shares - - - - Futures and commodities options (0.9) (0.9) - - Total as of December 31, 2020 (4.4) (4.9) 0.5 -

Forwards, futures and currency swaps 15.7 13.7 2.0 - Forwards on shares (34.2) (34.2) - - Futures and commodities options (6.4) (6.4) - - Total as of December 31, 2019 (24.9) (26.9) 2.0 -

26.2. Change in fair value ​​of derivative instruments The following table shows the changes in the fair value of hedging derivative instruments between two closing dates:

In EUR million 2020 2019

Derivative instruments - hedging As of January 1 – net derivatives position (24.9) 16.6 Increase (decrease) recognised in financial income (expense) - - Increase (decrease) recognised in shareholders' equity 23.5 (5.4) Changes in group structure/Business combinations/Other (3.0) (36.0) As of December 31 – net derivatives position (4.4) (24.9)

The following table shows the changes in the fair value of derivative instruments held for trading between two closing dates:

In EUR million 2020 2019

Derivative financial instruments held for trading As of January 1 – net derivatives position (80.3) (14.2) Increase (decrease) recognised in financial income (expense) 51.1 (37.9) Increase (decrease) recognised in shareholders' equity - - Changes in group structure/Business combinations/Other 11.5 (28.2) As of December 31 – net derivatives position (17.6) (80.3)

26.3. Notional underlying amounts of derivative financial instruments

In EUR million 2020 2019

Assets 408.7 8 4 7. 3 Composed of: Forwards, futures and currency swaps 404.1 801.3 Futures and commodities options 4.6 46.0

Liabilities 3,182.5 3,430.9 Composed of: Forwards, futures and currency swaps 1,081.3 1,057.0 Interest rate swaps (IRS) 580.2 573.8 Forwards on shares - 771.3 Futures and commodities options 8.2 46.0 Call and put options on shares 1,512.8 982.8

26.4. Maturity of notional underlying amounts of derivative financial instruments

In EUR million Total Within the year 2 to 5 years Over 5 years

Forwards, futures and currency swaps 1,485.4 1,430.2 55.2 - Interest rate swaps (IRS) 580.2 563.3 16.9 - Futures and commodities options 12.7 12.7 - - Call and put options on shares 1,512.8 302.3 1,204.6 5.9 Total as of December 31, 2020 3,591.1 2,308.5 1,276.7 5.9

Forwards, futures and currency swaps 1,858.3 1,759.5 98.8 - Interest rate swaps (IRS) 573.9 26.3 5 4 7.6 - Forwards on shares 771.3 771.3 - - Futures and commodities options 92.0 92.0 - - Call and put options on shares 982.7 203.7 779.0 - Total as of December 31, 2019 4,278.2 2,852.8 1,425.4 -

GBL – Annual Report 2020 193 27. Stock options GBL Cash-settled plans GBL issued since 2013 several incentive plans concerning the shares of a sub-subsidiaries of the group. These options were granted to the staff and the Executive Management of GBL. These options give the right to the beneficiary to acquire a share for an exercise price, corresponding with the value of the underlying share at the moment of the granting of the options. These options can be exercised during a period of time. The options will be settled in cash or in shares. These plans are treated as cash-settled plans. The characteristics of these plans are included in the table below:

FINPAR VI S.R.L. FINPAR V FINPAR IV FINPAR III FINPAR II FINPAR S.A. URDAC S.A. LTI TWO LTI ONE S.A. S.R.L. S.A. S.A. S.A. S.A.

Issue date December 15, 2020 June 12, 2020 May 10, 2019 May 7, 2018 May 8, 2017 May 3, 2016 May 5, 2015 April 29, 2014 April 29, 2013 Number of options on issuing 346,359 335,729 303,380 337,146 348,424 308,099 257,206 223,256 254,000 Exercise price (in EUR) 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 Vesting date December 15, 2023 June 12, 2023 May 10, 2022 May 7, 2021 May 8, 2020 May 3, 2019 May 5, 2018 April 29, 2017 April 29, 2016 Expiry date December 14, 2030 June 11, 2030 May 9, 2029 May 6, 2028 May 7, 2027 May 2, 2026 May 4, 2025 April 28, 2024 April 28, 2023 Valuation assumptions Valuation method Intrinsic value Intrinsic value Intrinsic value Intrinsic value Intrinsic value Intrinsic value Monte Carlo Monte Carlo Monte Carlo Implicit volatility of the 16.25% 15.93% 14.06% underlyings n.r. n.r. n.r. n.r. n.r. n.r. - 18.08% - 29.74% - 22.25% Fair value per unit (in EUR) n.r. 8.10 0.00 0.00 0.00 n.r. 15.19 2 7. 5 7 n.r. Debt accounted for (in EUR million) n.r. 0.9 0.0 0.0 0.0 n.r. 0.3 0.1 n.r.

The table of changes is shown below:

2020 2019

Number Exercise price Number Exercise price

(in EUR) (in EUR)

As of January 1 1,042,173 10.00 1,100,587 10.00 Exercised by: Executive Management - 10.00 (157,600) 10.00 Employees (33,208) 10.00 (204,194) 10.00 Granted to: Executive Management 86,400 10.00 86,400 10.00 Employees 249,329 10.00 216,980 10.00 As of December 31 1,344,694 10.00 1,042,173 10.00

Plan LTI One - 10.00 1,000 10.00 Plan LTI Two 3,249 10.00 3,249 10.00 Plan URDAC 16,766 10.00 34,082 10.00 Plan FINPAR - 10.00 14,892 10.00 Plan FINPAR II 348,424 10.00 348,424 10.00 Plan FINPAR III 337,146 10.00 337,146 10.00 Plan FINPAR IV 303,380 10.00 303,380 10.00 Plan FINPAR V 335,729 10.00 - -

In 2020, the total cost for the group with respect to the stock option plans was recorded in operating expenses and amounted to EUR 0 million (EUR 6 million in 2019), of which EUR 0 million for the Executive Management (EUR 2 million in 2019). At the end of 2020, 51.65% of the options were vested, but only 1.49% were exercisable.

Equity-settled plans GBL has issued six incentive plans from 2007 to 2012 based on GBL shares for its Executive Management and staff. These plans are treated as equity-settled plans. The characteristics of the plans outstanding as of December 31, 2020 are shown in the following table:

GBL plan 2012 2011 2010 2009 2008 2007

Characteristics Number of options on issuing 116,943 187,093 154,306 238,244 153,984 110,258 Initial exercise price (in EUR) 50.68 65.04 65.82 51.95 7 7.4 0 91.90 Vesting date January 1, 2016 January 1, 2015 January 1, 2014 January 1, 2013 January 1, 2012 January 1, 2011 Expiry date April 26, 2022 April 14, 2021 April 15, 2020 April 16, 2019 April 9, 2018 May 24, 2017 April 9, 2023 May 24, 2022

194 GBL – Annual Report 2020 GBL plan 2012 2011 2010 2009 2008 2007

Black & Scholes valuation assumptions (according to an independent expert) when the plans are launched Expected volatility 21.4% 34.5% 32.7% 34.4% 25.6% 24.0% Expected dividend growth 2.5% 5.0% 5.0% 5.0% 8.0% 5.0% Risk-free rate 1.9% 3.6% 3.0% 3.6% 4.9% 4.8% Fair value per unit (in EUR) 6.82 15.80 14.13 11.31 21.82 29.25

The table of changes is shown below:

2020 2019

Number Exercise price Number Exercise price

(in EUR) (in EUR)

As of January 1 173,710 83.51 257,590 75.61 Exercised by: Executive Management - - - - Employees (12,169) 66.01 (83,880) 59.25 As of December 31 161,541 84.83 173,710 83.51

2007 plan 106,350 91.90 106,719 91.90 2008 plan 31,776 7 7. 4 0 31,776 7 7.4 0 2009 plan - 51.95 - 51.95 2010 plan - 65.82 2,372 65.82 2011 plan 19,728 65.04 29,156 65.04 2012 plan 3,687 50.68 3,687 50.68

Imerys Imerys has put in place an incentive plan for the group’s executives and some of the managers and employees that entails the granting of options on Imerys shares. Each option entitles the holder to subscribe shares at a predetermined fixed price. The right to exercise the options is generally acquired (i.e. the options vest) three years after the date of the granting and the options have a maximum life of ten years. Changes in options granted are shown in the following table:

Number Exercise price

in EUR

As of December 31, 2018 286,113 46.26 Granted during the period - - Cancelled during the period (38,170) 42.49 Exercised during the period (14,763) 34.54 As of December 31, 2019 233,180 47.62 Exercisable as of December 31, 2019 233,180

As of December 31, 2019 233,180 47.62 Granted during the period - - Cancelled during the period - - Exercised during the period (71,067) 46.22 As of December 31, 2020 162,113 48.24 Exercisable as of December 31, 2020 162,113

The number of options on Imerys shares is as follows:

2020 2019

Plan Maturity Exercise price Number Number

in EUR

August 2009 2019 34.54 - - April 2010 2020 46.06 - 69,400 April 2011 2021 53.05 79,390 81,057 April 2012 2022 43.62 82,723 82,723

Total 162,113 233,180

In addition, Imerys grants stock option plans, which, if exercised, result in the subscription of shares newly issued for this as well as free shares acquired in the market. In 2020, Imerys granted 611,850 free performance bonus shares (427,500 in 2019). As of December 31, 2020, the total employee expenses recognised in the Imerys group’s financial statements with respect to stock option and bonus share plans for the year amounted to EUR 6 million (EUR 10 million in 2019).

GBL – Annual Report 2020 195 Number of Maturity Turnover Average Performance Fair value Total cost per 2020 cost of 2019 cost of free shares rate dividend conditions plan plans plans rate

In EUR In EUR million In EUR million In EUR million

2015 309,550 4 years 25.50% 2.90% 78.40% 61.17 (11.3) - (0.5) 2016 32,500 3 years 0.00% 2.90% 96.00% 58.29 (1.8) - (0.3) 2016 270,000 3 years 20.90% 2.90% 96.00% 5 7.4 3 (11.5) - (1.9) 2017 35,000 3 years 0.00% 3.00% 62.70% 70.66 (1.6) 0.2 (0.6) 2017 258,400 3 years 29.60% 3.00% 62.70% 70.66 (7.7) 1.1 (2.3) 2018 265,200 3 years 30.70% 3.00% 62.70% 6 7.1 2 (7.7) (1.6) (2.8) 2018 30,000 3 years 100.00% 3.00% 62.70% 69.64 - - 0.4 2019 427,500 3 years 28.60% 3.00% 66.70% 35.75 (7.3) (2.3) (2.0) 2020 154,150 3 years 10.00% 3.10% 80.00% 36.71 (4.1) (1.4) - 2020 457,700 3 years 14.00% 3.10% 80.00% 26.75 (8.4) (1.8) - Cost of plans recognized in employee expenses (5.8) (10.0) Settlement in equity instruments (5.8) (9.6) Cash settlement - (0.4)

Webhelp Finally, Webhelp granted in 2019 and in previous years stock subscription options for Courcelles Lux S.C.A. In total, 4,655,261 options were granted to staff members and management. The characteristics of these plans are listed in the following table:

2020 2019

Plan Maturity Exercise price Number Number

in EUR

May 2017 2020 0.68-1.70 - 1,945,922 February 2018 2020 0.68-1.70 - 924,577 December 2018 2020 0.68-1.70 - 683,289 April 2019 2021 1.70 16,471 16,471 June 2019 2021 0.23-1.74 1,085,002 1,085,002

Total 1,101,473 4,655,261

28. Earnings per share 28.1. Earnings per share (group’s share)

In EUR million 2020 2019

Basic 391.0 704.7 Diluted 391.0 704.7

28.2. Number of shares

2020 2019

Issued shares at beginning of year 161,358,287 161,358,287 Treasury shares at beginning of year (5,238,989) (2,642,982) Weighted changes during the period (1,758,416) (1,579,707) Weighted average number of shares used to determine basic earnings per share 154,360,882 157,135,598 Impact of financial instruments with a diluting effect: Stock options (Note 27) 55,191 173,710 Weighted average number of shares used to determine diluted earnings per share 154,416,073 157,309,308

28.3. Summary of earnings per share

In EUR per share 2020 2019

Basic 2.53 4.48 Diluted 2.53 4.48

196 GBL – Annual Report 2020 29. Financial instruments Fair value To reflect the importance of inputs used when measuring at fair value, the group classifies these valuations according to a hierarchy composed of the following levels: -- level 1: listed prices (non-adjusted) on active markets for identical assets or liabilities; -- level 2: inputs, other than the listed prices included in level 1, that are observable for the asset or liability concerned, either directly (i.e. prices) or indirectly (i.e. derived from prices); and -- level 3: inputs related to the asset or liability that are not based on observable market data (non-observable inputs). Analysis of financial instruments by category – balance sheets The tables below show a comparison of the book value and the fair value of the financial instruments as of December 31, 2020 and as of December 31, 2019, as well as the fair value hierarchy. The category, according to IFRS 9, uses the following abbreviations: -F- ATOCI: Financial Assets measured at fair value through Other Comprehensive Income -F- ATPL: Financial Assets measured at fair value through Profit or Loss -F- LTPL: Financial Liabilities measured at fair value through Profit or Loss -F- AAC: Financial Assets measured at Amortised Cost -F- LAC: Financial Liabilities measured at Amortised Cost -H- eAc: Hedge Accounting

As of December 31, 2020

Category Carrying amount Fair value Hierarchy of according to fair values In EUR million IFRS 9

Financial assets Non-current assets Other equity investments Equity investments measured at fair value and with changes recognised in equity FATOCI 15,875.3 15,875.3 Level 1 Equity investments measured at fair value and with changes recognised in profit or loss FATPL 615.2 615.2 Level 1 Equity investments measured at fair value and with changes recognised in profit or loss FATPL 1,314.8 1,314.8 Level 3 Other non-current assets Derivative instruments - hedging HeAc 0.5 0.5 Level 2 Derivative instruments - other FATPL 4.1 4.1 Level 2 Other financial assets FAAC 109.0 109.0 Level 2 Current assets Trade receivables FAAC 912.3 912.3 Level 2 Trading financial assets FATPL 459.9 459.9 Level 1 Cash and cash equivalents FAAC 1,273.9 1,273.9 Level 2 Other current assets Derivative instruments - hedging HeAc 5.3 5.3 Level 2 Derivative instruments - other FATPL 14.2 14.2 Level 2 Other financial assets FAAC 2 7.4 2 7.4 Level 2

Financial liabilities Non-current liabilities Financial liabilities FLAC 5,624.5 5,821.4 Level 2 Other non current liabilities Derivative instruments - other FLTPL 19.9 19.9 Level 2 Other non current liabilities FLAC 726.2 726.2 Level 2 Current liabilities Financial liabilities Other financial liabilities FLAC 394.0 394.0 Level 2 Trade payables FLAC 603.8 603.8 Level 2 Other current liabilities Derivative instruments - hedging HeAc 10.2 10.2 Level 2 Derivative instruments - other FLTPL 15.9 15.9 Level 2 Other current liabilities FLAC 24.7 24.7 Level 2

GBL – Annual Report 2020 197 As of December 31, 2019

Category Carrying amount Fair value Hierarchy of according to fair values In EUR million IFRS 9

Financial assets Non-current assets Other equity investments Equity investments measured at fair value and with changes recognised in equity FATOCI 16,123.7 16,123.7 Level 1 Equity investments measured at fair value and with changes recognised in profit or loss FATPL 354.1 354.1 Level 1 Equity investments measured at fair value and with changes recognised in profit or loss FATPL 1,038.7 1,038.7 Level 3 Other non-current assets Derivative instruments - hedging HeAc 7.7 7.7 Level 2 Other financial assets FAAC 94.5 94.5 Level 2 Current assets Trade receivables FAAC 959.3 959.3 Level 2 Trading financial assets FATPL 1,415.9 1,415.9 Level 1 Cash and cash equivalents FAAC 1,221.3 1,221.3 Level 2 Other current assets Derivative instruments - hedging HeAc 13.4 13.4 Level 2 Derivative instruments - other FATPL 1.0 1.0 Level 2 Other financial assets FAAC 73.6 73.6 Level 2

Financial liabilities Non-current liabilities Financial liabilities FLAC 5,372.2 5,559.4 Level 2 Other non current liabilities Derivative instruments - hedging HeAc 2.0 2.0 Level 2 Derivative instruments - other FLTPL 56.1 56.1 Level 2 Other non current liabilities FLAC 474.6 474.6 Level 2 Current liabilities Financial liabilities Other financial liabilities FLAC 1,315.6 1,315.6 Level 2 Trade payables FLAC 6 6 7.1 6 6 7.1 Level 2 Other current liabilities Derivative instruments - hedging HeAc 43.9 43.9 Level 2 Derivative instruments - other FLTPL 25.2 25.2 Level 2 Other current liabilities FLAC 25.5 25.5 Level 2 There were no significant transfers between the different levels during 2020. In 2019, equity investments measured at fair value and with changes recognised in profit or loss have been distinguished between level 1 and 3. Measurement techniques The group’s financial instruments very largely belong to classification levels 1 and 2. The financial assets measured at level 3 fair value are not significant compared to the other asset classes. The techniques used to measure the fair value of level 2 financial instruments are as follows: Exchangeable or convertible bonds The exchangeable or convertible bonds issued by the group are considered to be hybrid instruments, i.e. instruments including a bond component and an embedded derivative. At the date of issue, the fair value of the bond component is estimated based on the prevailing market interest rate for similar non-exchangeable or non-convertible bonds, taking into account the risk associated with GBL (credit spread). At each reporting date, the value of the bond component is recalculated, taking into account the change in the risk-free rate and GBL’s credit spread, and the difference in relation to the price of the exchangeable or convertible bond observed on the Luxembourg Stock Exchange’s Euro MTF market is taken as the new value of the derivative component. The change in this value in relation to the previous reporting date is recognised in profit or loss. Derivative instruments not associated with exchangeable or convertible bonds The fair value of derivative instruments not associated with exchangeable or convertible bonds is taken from a model that uses observable data, in other words the quotes on the reporting date provided by third-parties operating on the financial markets. These valuations are adjusted for the counterparties’ credit risk and the credit risk specific to Imerys or GBL. Accordingly, if the market value of the derivative is positive (derivative asset), its fair value incorporates the likelihood of the counterparty defaulting (Credit Value Adjustment or CVA). If the derivative’s market value is negative (derivative liability), its fair value factors in the likelihood of Imerys or GBL defaulting (Debit Value Adjustment or DVA). These adjustments are measured based on the spreads of the bonds in circulation on the secondary market, as issued by Imerys, GBL and their counterparts.

198 GBL – Annual Report 2020 Analysis of financial instruments by category – income statement The tables hereafter present the income and expenses before income taxes recognized in the income statement by categories of financial instruments. These tables analyze the product and expense lines containing financial instruments according to categories presented in columns. These distinguish, on the one hand, the categories applied by default to any item excluding hedge accounting and, on the other hand, the categories applied to any item falling within the scope of hedge accounting. The IFRS 9 categories of amortized cost and fair value through profit or loss apply to the majority of non-hedge accounting items. Hedge accounting items are classified according to their fair value or cash flow hedging qualifications, distinguishing the values​​ of hedged items and hedging instruments in columns and the types of risks hedged in rows. In addition, in order to ensure reconciliation between IFRS 9 classes and financial statements, this table includes a column containing the following non-IFRS 9 items: share-based payments (IFRS 2), mining assets (IFRS 6), inventories (IAS 2), income tax assets and liabilities (IAS 12), property, plant and equipment (IAS 16), finance lease liabilities (IFRS 16), defined benefit and short-term employee benefits assets and liabilities (IAS 19) , grants (IAS 20), provisions (IAS 37), intangible assets and prepaid expenses (IAS 38), stripping assets (IFRIC 20) and duties and taxes (IFRIC 21). The logic of classification of financial instruments in assets and liabilities is applied in transversally to their changes in income statement. For example, revenue is included in the amortized cost category, as its counterparties in trade receivables or cash and cash equivalents fall under this category on the asset side.

2020

Non-hedge accounting Hedge accounting

IFRS 9 Categories Fair value Cash flows

Amortised Fair value Fair value Out of Hedged Hedging Hedged Hedging Total cost through through IFRS 9 item instrument item instrument profit or equity scope In EUR million loss

Net dividends from investments - - 312.9 - - - - - 312.9 Other operating income (expenses) from investing activities (46.5) ------(46.5) Financial income (expenses) from investing activities (15.3) 439.3 ------424.0 Of which: Financial income 15.6 463.7 ------479.3 Financial expenses (30.9) (24.4) ------(55.3) Profit (loss) from investing activities - continued activities (61.8) 439.3 312.9 - - - - - 690.4

Turnover 5,631.1 - - - - - 278.1 6.7 5,915.9 Raw materials and consumables (1,363.7) - - (64.1) - - (105.8) (18.3) (1,551.9) Other operating income (expenses) from operating activities (1,362.4) ------(1,362.4) Financial income (expenses) from operating activities (347.9) 5.1 - (9.7) 16.2 (16.2) - - (352.4) Of which: Financial income 6.0 5.3 - 22.0 16.2 - - - 49.5 Financial expenses (353.9) (0.1) - (31.7) - (16.2) - - (401.9) Profit (loss) from consolidated operating activities - continued activities 2 , 5 5 7. 1 5.1 - (73.8) 16.2 (16.2) 172.3 (11.6) 2,649.2

GBL – Annual Report 2020 199 2019

Non-hedge accounting Hedge accounting

IFRS 9 Categories Fair value Cash flows

Amortised Fair value Fair value Out of Hedged Hedging Hedged Hedging Total cost through through IFRS 9 item instrument item instrument profit or equity scope In EUR million loss

Net dividends from investments - - 508.3 - - - - - 508.3 Other operating income (expenses) from investing activities (37.3) ------(37.3) Financial income (expenses) from investing activities 24.4 118.8 ------143.2 Of which: Financial income 48.0 164.6 ------212.6 Financial expenses (23.6) (45.7) ------(69.3) Profit (loss) from investing activities - continued activities (12.9) 118.8 508.3 - - - - - 614.3

Turnover 4,633.1 - - - - - 4 0 7. 9 (3.1) 5 , 0 3 7. 9 Raw materials and consumables (1,573.8) - - (2.3) - - (147.8) (5.6) (1,729.5) Other operating income (expenses) from operating activities (1,413.3) ------(1,413.3) Financial income (expenses) from operating activities (74.5) 2.9 - (11.0) 16.2 (16.2) - - (82.6) Of which: Financial income 20.7 6.1 - 31.1 16.2 - - - 74.1 Financial expenses (95.2) (3.2) - (42.1) - (16.2) - - (156.7) Profit (loss) from consolidated operating activities - continued activities 1,571.5 2.9 - (13.3) 16.2 (16.2) 260.1 (8.7) 1,812.5

200 GBL – Annual Report 2020 30. Subsidiaries in which GBL holds significant non-controlling interests The tables below present concise financial information about each of the subsidiaries in which GBL holds significant non-controlling interests, without taking intragroup eliminations into account.

Imerys Sapiens/Webhelp Subsidiaries 2020 that are not individually In EUR million material

Ownership percentage held by non-controlling interests 45.2% 39.9% Voting rights held by non-controlling interests 32.4% 38.6%

Non-current assets 4,862.4 2,682.8 Current assets 2,128.8 742.4 Non-current liabilities 2,740.1 2,272.0 Current liabilities 1,295.4 603.6 Non-controlling interests 59.0 13.3 Equity (group’s share) 2,896.6 536.4 Non-controlling interests (including those of the subsidiary) 1,369.6 1.9 121.0 1,492.5

Turnover 3,798.5 1,636.6 Net result of the period attributable to the shareholders of GBL (group’s share) 16.5 (259.4) Net result of the period attributable to the non-controlling interests 15.8 18.9 3.6 38.3 Net result of the period (including non-controlling interests) 32.3 (240.5)

Other comprehensive income attributable to the shareholders of GBL (group’s share) (129.3) (6.7) Other comprehensive income attributable to the non-controlling interests (108.9) (5.2) (0.3) (114.3) Total of other comprehensive income (including non-controlling interests) (238.1) (11.8)

Total comprehensive income attributable to the shareholders of GBL (group’s share) (112.8) (266.1) Total comprehensive income attributable to the non-controlling interests (93.1) 13.7 3.3 (76.0) Total comprehensive income (including non-controlling interests) (205.8) (252.4)

Dividends paid to the non-controlling interests 63.2 -

Net cash flows from operating activities 538.4 346.6 Net cash flows from investing activities (295.0) (95.6) Net cash flows from financing activities (223.4) (54.4) Impact of exchange differences on funds held and impact of changes in scope of consolidation (31.9) (4.3) Increase/decrease of cash and cash equivalents (11.9) 192.3

Due to the existence of put options contracts that the founders and managers of Webhelp, minority shareholders, hold in all of their shares towards GBL, the non-controlling interests recorded on the acquisition of Webhelp have been reclassified as debts on minority shareholders (see note 22).

GBL – Annual Report 2020 201 Imerys Sapiens/Webhelp Subsidiaries 2019 that are not individually In EUR million material

Ownership percentage held by non-controlling interests 46.1% 35.6% Voting rights held by non-controlling interests 33.4% 35.6%

Non-current assets 5,129.0 2,700.6 Current assets 2,345.7 509.3 Non-current liabilities 2,834.9 1,961.3 Current liabilities 1 ,4 7 7. 8 406.2 Non-controlling interests 48.3 5.1 Equity (group’s share) 3,113.7 8 3 7. 3 Non-controlling interests (including those of the subsidiary) 1,469.2 5.1 106.9 1,581.2

Turnover 4,354.5 - Net result of the period attributable to the shareholders of GBL (group’s share) 65.9 (19.6) Net result of the period attributable to the non-controlling interests 53.5 (10.8) 21.5 64.2 Net result of the period (including non-controlling interests) 119.4 (30.4)

Other comprehensive income attributable to the shareholders of GBL (group’s share) (14.4) - Other comprehensive income attributable to the non-controlling interests (10.6) - (0.2) (10.8) Total of other comprehensive income (including non-controlling interests) (25.0) -

Total comprehensive income attributable to the shareholders of GBL (group’s share) 51.5 (19.6) Total comprehensive income attributable to the non-controlling interests 42.9 (10.8) 21.3 53.4 Total comprehensive income (including non-controlling interests) 94.4 (30.4)

Dividends paid to the non-controlling interests 80.0 -

Net cash flows from operating activities 512.4 (26.4) Net cash flows from investing activities (330.8) 1 4 7. 9 Net cash flows from financing activities (372.4) - Impact of exchange differences on funds held and impact of changes in scope of consolidation 2.3 - Increase/decrease of cash and cash equivalents (188.5) 121.5

31. Contingent assets and liabilities, rights and commitments In relation to GBL Investment/subscription commitments Following GBL’s commitment to Sienna Capital, the uncalled subscribed capital totalled EUR 826 million as of December 31, 2020 (EUR 466 million at the end of 2019).

Foreign dividends/double international taxation The group has taken certain measures in order to preserve its interests in matters of double taxation on its foreign dividends.

Rhodia dispute At the start of 2004, non-controlling shareholders of Rhodia initiated proceedings against GBL and two of its Directors in the Paris Commercial Court, calling into question their responsibility as Directors of Rhodia. At the same time, criminal legal proceedings were initiated against persons unknown. On January 27, 2006, the Court of Paris decided to suspend the civil proceedings until a decision is made in the criminal legal proceedings. Since then, very little headway has been made with this dispute: it is still adjourned pending the outcome of the criminal proceedings.

202 GBL – Annual Report 2020 GBL’s consolidated subsidiaries Operating lease commitments Operating lease commitments correspond to future lease payment commitments as part of lease contracts for real estate, equipment, rail cars, trucks and vehicles in which the group is a lessee. As of January 1, 2019, the majority of the contracts corresponding to these commitments has been included in the scope of IFRS 16. As of this date, only commitments for future rent payments excluded from the lease liability, i.e. EUR 4 million, remain off the balance sheet.

Other commitments given and received These commitments given and received solely concern Imerys, Webhelp and Sienna Capital. Other commitments given primarily relate to: -- site rehabilitation, in the amount of EUR 49 million (EUR 50 million in 2019); -- operating activities, i.e. firm purchase commitments given by Imerys within the framework of contracts for the purchase of goods, services, energy or transport (EUR 98 million compared with EUR 130 million in 2019); -- cash, i.e. corresponding to letters of credit and guarantees, mortgages and pledges obtained by Imerys and Webhelp from financial institutions to guarantee operating cash flow needs for their clients (EUR 72 million compared with EUR 82 million in 2019); and -- other obligations (EUR 189 million compared with EUR 165 million in 2019). Commitments received totalled EUR 189 million as of December 31, 2020 (EUR 168 million as of December 31, 2019). 32. Transactions with related parties External related parties to GBL GBL’s related parties are the Canadian group Power Corporation of Canada and the Belgian group Frère. These groups are for GBL the ultimate group heads. Through their joint venture Parjointco S.A., they exercise joint control over the Swiss group Parjointco Switzerland S.A. which controls GBL. Parjointco Switzerland S.A. is as such a related party of GBL. There is no contract between GBL and Parjointco Switzerland S.A. As of December 31, 2020 and 2019, no transaction with these related parties were recognised with the exception of re-invoicing of costs to the Frère group for an amount of EUR 0 million as of December 31, 2020 (EUR 0 million as of December 31, 2019). Directors’ remunerations The remunerations paid to the Directors are shown in the table below:

In EUR million 2020 2019

Remunerations, charges and short-term benefits 3.6 3.3 Post-employment benefits 0.6 0.7 Costs related to cash-settled share-based payments 0.2 1.9 Insurances 0.1 0.1 Total 4.5 6.0

GBL – Annual Report 2020 203 33. Events after the reporting period Canyon On March 9, 2021, GBL closed the acquisition of the Canyon group, alongside (i) founder Roman Arnold, who reinvested a significant part of his proceeds and remains an important minority shareholder of the group, and (ii) the management team. GBL has invested EUR 0.4 billion. GBL controls the acquisition vehicle, holding 60% of its capital jointly with co-investors, at the closing of the transaction. LafargeHolcim During the first quarter of 2021 until March 10, 2021 (included), GBL entered into forward sales maturing on March 26, 2021 and related to a fraction of its holding in LafargeHolcim, representing 0.98% of the capital (6.0 million shares) for a net amount of EUR 285 million. These sales will generate a capital gain of EUR 62 million. GBL’s holding will decrease from 7.57% of LafargeHolcim’s capital at the end of 2020 to 6.60% as a result of these disposals. As of March 10, 2021, GBL’s ownership was valued at EUR 2,263 million. Sienna Capital In 2021, Sienna Capital closed the investment in Globality for EUR 100 million, and ECP III finalized the disposals of Keesing and svt. Financing On January 21, 2021, GBL placed a EUR 500 million institutional bond, with a 10-year maturity and a coupon of 0.125%. This issuance is intended to cover the group’s general corporate purposes and lengthens the weighted average maturity of the gross debt. The issuance was oversubscribed more than 3.5 times by a diversified and balanced base of institutional investors. The success of this placement illustrates the market’s confidence in GBL’s creditworthiness. 34. Statutory Auditor’s fees GBL’s consolidated and statutory financial statements for the last two years have been audited and approved without qualifications by the Statutory Auditor Deloitte. The full text of the reports relating to the audits of the financial statements mentioned above is available in the corresponding Annual Report. In accordance with article 3:65 of the Code on companies and associations, the fees for the services provided by the Statutory Auditor Deloitte and its network were as follows:

In EUR 2020 2019

Audit assignment 5,497,879 5,213,848 of which GBL 76,500 76,500 Other attest assignments 276,949 89,370 Other assignments not related to the audit assignment 373,658 395,278 Total 6,148,486 5,698,496 Of which: Holding 430,575 413,869 Imerys 3,882,802 3,743,149 Sapiens/Webhelp 1,281,930 1,114,630 Sienna Capital 553,179 426,848

204 GBL – Annual Report 2020 Statutory Auditor’s report

Groupe Bruxelles Lambert SA/NV Document subtitle= Verdana Heading 12 0/0 single

Groupe Bruxelles Lambert SA/NV Statutory auditor’s report to the shareholders’ meeting for the year ended 31 December 2020 - Consolidated financial statements The original text of this report is in Dutch / French

Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises

GBL – Annual Report 2020 205 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Statutory auditor’s report to the shareholders’ meeting of Groupe Bruxelles Lambert SA/NV for the year ended 31 December 2020 - Consolidated financial statements In the context of the statutory audit of the consolidated financial statements of Groupe Bruxelles Lambert SA/NV (“the company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report. We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 23 April 2019, in accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting deliberating on the financial statements for the year ending 31 December 2020. We have performed the statutory audit of the consolidated financial statements of Groupe Bruxelles Lambert SA/NV for 29 consecutive periods. Report on the consolidated financial statements Unqualified opinion We have audited the consolidated financial statements of the group, which comprise the consolidated statement balance sheet as at 31 December 2020, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 30 358 million EUR and the consolidated income statement (group share) shows a profit for the year then ended of 391 million EUR. In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31 December 2020 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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206 GBL – Annual Report 2020 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Key audit matters How our audit addressed the key audit matters

The classification and accounting treatment of the different investment lines (holding activities)

Groupe Bruxelles Lambert holds a stake of 18,02% in Umicore, a 18,93% We reviewed the management’s arguments and the facts supporting stake in SGS and furthermore a 19.98% stake in Ontex. In accordance the classification of the investments in Umicore, SGS and Ontex as with IFRS 9, Management considers these investments as other equity other equity investments. investments. As indicated in the accounting policies (section accounting Based on this information, we have been able to address the key audit policy changes, errors and changes in estimates / judgments) matter related to the accounting treatment of the investments in summarizing the accounting principles of the company, GBL analyzed Umicore, SGS and Ontex. the accounting treatment to be reserved for these three investments and in particular the classification as (i) investments in associated companies (IAS 28), or as (ii) other equity investments (IFRS 9). Taking

into account an ownership of less than 20% of each of the investments and the fact that:

• the representation of GBL on the Board of Directors is not sufficient to demonstrate the existence of a notable influence. In addition, the representation in the Board of Directors is limited to the duration of directors’ terms and does not result from a contractual or legal right, but from a resolution of the general meeting of shareholders; • the other criteria are generally considered to prove that there is no significant influence.

GBL has concluded that there is no significant influence demonstrated and, accordingly, these three investments are accounted as other equity investments.

As part of our audit, we have identified the classification of the investments in Umicore, SGS and Ontex as a key audit matter and this mainly for the following reasons:

• the proximity of the ownership rate to the threshold of 20%; • the significant importance of these investments; • the important level of judgment in the analysis of significant influence indicators, as defined by IAS 28.

Valuation of minority debts on Webhelp (note 22)

As of December 31, 2020, GBL owns a 61% interest in the Webhelp We analyzed the accounting treatment of agreements for options issued Group for EUR 825 million. on Webhelp shares, primarily on the basis of IAS 32/IFRS 9 'Financial Instruments', IAS 19 'Personal Benefits' and IFRS 2 'Share-based In the context of the acquisition of Webhelp in 2019, options have Payment'. been issued on Webhelp shares that give minority shareholders the right to sell all of their Webhelp shares under certain conditions to We audited the valuation of the minority debts as of December 31, GBL. Those options have been recognized in GBL's consolidated 2020. Our experts in valuation have been involved. The procedures accounts as debts towards minority shareholders. The value of those performed can be summarised as follows:

debts is reassessed at each closing based on the expected discounted - Review of the valuation model, including the mathematical cash flows following the exercice of those options by the minority accuracy; shareholders. - Review of the assumptions taken in the valuation model;

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GBL – Annual Report 2020 207 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Key audit matters How our audit addressed the key audit matters

As part of our audit, we identified the valuation of minority debts on - Review of the information published in the annual report and assessment of their compliance with IFRS. Webhelp as a key audit matter primarily for the following reasons:

- the materiality of the transaction; The above procedures provided sufficient evidence to address the key - the complexity of transaction-related contracts; audit matter relating to the valuation of the minority debts on Webhelp. - the level of estimate required for the valuation of minority debts. Information on minority debts is included in note 22 of the financial statements.

Assessment of the financial impacts relating to the talc litigation (Note 20)

Certain Imerys Group subsidiaries are involved in litigation related to the Imerys auditors assessed the reasonableness of the residual provision talc business in the United States. recorded in the balance sheet, based on:

In February 2019, the North American entities exposed to these disputes - The ‘Disclosure Statement’ submitted to the Court for approval; filed for Chapter 11 bankruptcy protection. Under this procedure, the - Extracts from the minutes of the Company’s various Board of Imerys Group remains legal owner of the relevant entities. However, the Directors’ meetings, featuring the exchanges relating to this talc analysis of their placement under the legal control of the Court of the State dispute in the US and the Chapter 11 proceedings. of Delaware (United States) requested to negotiate a business reorganization plan that resulted in their exit from the Group’s Imerys auditors obtained confirmation from the external legal advisors consolidation scope as from February 13, 2019, as the latter lost the representing the Company in connection with the Chapter 11 proceedings previous control it exercised over them. of its North American subsidiaries that the provision reflected a reasonable estimate of the net financial impact for the Group arising from the On May 15, 2020, the Imerys Group reached an agreement with plaintiffs potential resolution of these proceedings. representatives on a joint restructuring plan which should lead to the resolution of the litigations. This plan is still subject to the approval of the We have assessed the disclosure in the notes to the consolidated financial majority of debtors and should be ratified by a US Federal Court. As part of statements with regard to IAS 37 ‘Provisions, contingent liabilities and this plan, the North American subsidiaries sold their assets to the Magris contingent assets’. investment fund on February 17, 2021 for 223 million dollars. These The above procedures provided sufficient evidence to address the key different steps should lead to the emergence of Chapter 11 procedure audit matter relating to the assessment of the financial impacts relating to during summer 2021. the talc litigation. As of December 31, 2020, the remaining provision for these claims amounts to 118.8 million dollars.

The assessment of a provision depends on Imerys management’s judgment of the possibility of making a reliable estimate of the resulting obligation and all the related costs, where necessary. Imerys Management also exercised its judgment in determining the provision amount to be recorded.

Considering the material financial impacts for the Group and the decisive nature of the judgments and estimates made by Imerys Management to assess the potential liability, we considered the assessment of the provision set aside for the risk relating to the resolution of the Chapter 11 proceedings to be a key audit matter.

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208 GBL – Annual Report 2020 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Key audit matters How our audit addressed the key audit matters

Impairment of assets in the Imerys Group (Note 10)

The carrying value of long-term assets on the Imerys balance sheet The Imerys auditors analyzed the consistency with IAS 36 ‘Impairment of amounts to 4,862.4 million EUR as of December 31, 2020 and includes assets’ of the method used by Management to determine the recoverable goodwill for an amount of 2,149.1 million EUR. Such goodwill are tested at amount of main CGUs or groups of CGU and, where necessary, significant the level at which they are monitored by the Imerys Management as individual long-term assets falling within the scope of the standard, indicated in note 10 to the consolidated financial statements. presenting an indication of impairment.

An impairment test of goodwill is carried out every 12 months at the end of Imerys auditors have also, with the assistance of their valuation experts, the period. During the year, Management reviews any indicators of studied the implementation terms of this methodology and analyzed in impairment for CGUs, group of CGUs or long-term individual assets. As particular: soon as facts indicating that a CGU, a group of CGUs or an individual long- - the reasonableness of the cash flow projections relating to each term asset may be impaired, Management performs an impairment test at group of CGUs compared to the economic and financial context in an interim date. which they operate; An impairment test consists in comparing the carrying value of the assets - the consistency of these cash flow projections with the most recent in the scope of IAS 36 with its recoverable amount, corresponding to the Management estimates that were presented to the Board of highest amount between its value in use, estimated based on discounted Directors as part of the budget process and with external studies future cash flows and its fair value less cost to sell. related to the markets served by the group; We considered the impairment of Imerys non-current assets (including - the reasonableness of hypotheses applied to the projected cash goodwill) to be a key audit matter for the following reasons: flows, and mainly long-term growth rate and discount rate, with - The amount of goodwill is material in the consolidated financial regards to market analyses, the consensus of the main players and statements; the economic environment of countries in which the Group operates. - The definition of the level of goodwill testing and determination of indications of impairment such as those related to the paper We have assessed the relevance of information disclosed in note 10 of the business restructured during the year represent major judgments notes to the consolidated financial statements and verified arithmetical exercised by Imerys management; calculations of sensitivity analyses presented by Management.

- The determination of the parameters used to implement The above procedures provided sufficient evidence to address the key impairment tests require management to make significant audit matter relating to the impairment of assets. estimates, such as the levels of expected organic growth underlying the projected cash flows and perpetual growth and discount rates, in the specific context of Covid-19 crisis, which is source of volatility and uncertainty.

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GBL – Annual Report 2020 209 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Key audit matters How our audit addressed the key audit matters

Valuation of the provisions for mining sites restoration and dismantling (Note 20)

Imerys is subject to different regulatory requirements relating to the Imerys auditors familiarized themselves with the procedures set up by restoration and dismantling, at the end of their operations, of the mining Management to determine these provisions and have performed certain and industrial sites that the Group operates. specific tests on a sampling of operating entities. As part of those tests:

Provisions have been recognized on the balance sheet for this purpose, for - They have examined the competence of the in-house experts an amount of 252.5 million EUR as of December 31, 2020 (145.0 million contacted by the Imerys Group; EUR for mining site restoration and 107.5 million euros for industrial site - They have assessed the pertinence of the method adopted and dismantling). analyzed the reasonableness of the cost estimates with respect to The calculation of these provisions requires Management to make applicable legal or contractual requirements; assumptions to estimate the useful life of the mining sites and industrial - They have analyzed the method for determining discount rates and sites as well as to determine the costs related to the aforementioned reconciled the component parameters with market data. regulatory requirements and the implementation timetable with regard to the specificities of each site, the time frame considered and local - For the other entities, Imerys auditors have analyzed the changes in regulatory requirements. The determination of the discount rates for provisions to identify any possible inconsistencies with respect to forecast costs is also an important assumption our understanding of the relevant site restoration or dismantling programs. Management relies on in-house experts to determine the main assumptions, by considering the expected impacts, where applicable, of The above procedures provided sufficient evidence to address the key regulatory changes. audit matter relating to the valuation of the provisions for mining sites restoration and dismantling. The valuation of provisions for restoration of mining sites and dismantling of industrial sites are therefore considered to be a key audit matter.

Responsibilities of the board of directors for the preparation of the consolidated financial statements The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so. Responsibilities of the statutory auditor for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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210 GBL – Annual Report 2020 Groupe Bruxelles Lambert SA/NV | 31 December 2020

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s business has been conducted or will be conducted. As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control; • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors; • conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern; • evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.

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GBL – Annual Report 2020 211 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Other legal and regulatory requirements Responsibilities of the board of directors The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements. Responsibilities of the statutory auditor As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters. Aspects regarding the directors’ report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations. In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement. The non-financial information as required by article 3:32, § 2 of the Companies Code, has been disclosed in a separate report that is part of section “Environmental, social and governance (ESG) responsibility” of the annual report. This statement on non-financial information includes all the information required by article 3:32, § 2 of the Companies Code and is in accordance with the consolidated financial statements for the financial year then ended. The non- financial information has been established by the company in accordance with the internationally recognised frameworks. In accordance with article 3:75, § 1, 6° of the Companies Code we do not express any opinion on the question whether this non-financial information has been established in accordance with the internationally recognised Statements regarding independence • Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate. • The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements.

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212 GBL – Annual Report 2020 Groupe Bruxelles Lambert SA/NV | 31 December 2020

Other statements • This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014. Signed at Zaventem. The statutory auditor

______Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises CVBA/SCRL Represented by Corine Magnin

Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE86 5523 2431 0050 - BIC GKCCBEBB

Member of Deloitte Touche Tohmatsu Limited

GBL – Annual Report 2020 213 Condensed statutory financial statements as of December 31

In accordance with article 105 of the Company Code, which became article 3:17 of the Code on companies and associations on January 1, 2020, the non-consolidated accounts are presented hereafter in a summary version of the annual accounts, which does not include all the attachments required by law, nor the Statutory Auditor’s report. The complete version of the annual accounts, to be deposited with the National Bank of Belgium, will be available on request from the company’s registered office; they are also available on the website (www.gbl.be). The capital structure (as mentioned in the appendix of these accounts) is detailed on page 249. The Statutory Auditor’s report on the annual accounts was unqualified.

Condensed statutory balance sheet as of December 31 (after appropriation) Assets

In EUR million 2020 2019

Start-up costs 2.5 3.2 Fixed assets 13,146.8 13,282.5 Tangible assets 0.8 1.0 Financial assets 13,146.0 13,281.5

Current assets 2,960.7 3,110.4 Amounts receivable after more than one year - - Amounts receivable within one year 2,507.2 1,528.1 Short-term investments 258.3 1,227.9 Cash at the bank and in hand 194.7 354.2 Deferred charges and accrued income 0.5 0.2

Total assets 16,110.0 16,396.1

Liabilities

In EUR million 2020 2019

Capital and reserves 14,187.5 14,608.3 Capital 653.1 653.1 Share premium account 3,519.6 3,519.6 Reserves 590.9 318.8 Profit carried forward 9,423.8 10,116.7

Provisions and deferred taxation 12.8 15.5 Provisions for liabilities and charges 12.8 15.5

Creditors 1,909.7 1,772.3 Amounts payable after more than one year 996.9 996.2 Amounts payable within one year 889.2 755.7 Accrued charges and deferred income 23.6 20.4

Total liabilities 16,110.0 16,396.1

214 GBL – Annual Report 2020 Income statement as of December 31

In EUR million 2020 2019

Sales and services 3.5 3.4 Turnover 2.8 2.8 Other operating income 0.7 0.5 Non-recurring operating income 0.0 -

Operating charges 29.9 32.6 Miscellaneous goods and services 19.1 19.6 Remuneration, social security and pensions 10.5 12.6 Depreciation on and amounts written off start-up costs, intangible and tangible assets 1.2 1.0 Amounts written off inventories, contracts in progress and trade debtors - - Provisions for liabilities and charges (0.9) (1.1) Other operating expenses 0.1 0.1 Non-recurring operating expenses - 0.3

Loss of operating activities (26.4) (29.2)

Financial income 280.6 2,713.4 Recurring financial income 104.2 1,243.4 Income from financial assets 64.3 1,221.9 Income from current assets 23.7 6.7 Other financial income 16.2 14.9 Non-recurring financial income 176.4 1,470.0

Financial expenses 279.1 224.6 Recurring financial expenses 32.8 30.8 Debt expenses 19.0 18.2 Amounts written off current assets (0.6) (4.9) Other financial expenses 14.4 1 7.4 Non-recurring financial expenses 246.3 193.8

Profit (loss) for the year before income taxes (24.9) 2,459.6

Income taxes on result - - Taxes - - Adjustment of taxes and release of tax provisions - -

Profit (loss) for the year (24.9) 2,459.6

GBL – Annual Report 2020 215 Dividend policy

The profit appropriation policy proposed by the Board of Directors aims at maintaining a balance between an attractive dividend yield for shareholders and growth in GBL’s share price. The dividend payout level is supported by the cash earnings. Appropriation of profit Taking into account the profit carried forward of EUR 10,116,728,083.08, the profit for the year of EUR - 24,881,963.02 and the deduction from and transfer to reserves of EUR - 272,136,264.32 the amount available for appropriation is EUR 9,819,709,855.74. The Board of Directors will propose the following appropriation to the General Meeting on April 27, 2021:

In EUR

Dividend on 158,368,260 shares 395,920,650.00 To be carried forward 9,423,789,205.74

Appropriation of profit by Groupe Bruxelles Lambert (non-consolidated accounts)

In EUR million 2020 2019

Profit (loss) available for appropriation 10,091.8 10,625.0 Profit (loss) for the year available for appropriation (24.9) 2,459.6 Profit (loss) carried forward from the previous year 10,116.7 8,165.4

Deduction from capital and reserves 0.4 - from reserves 0.4 -

Transfer to capital and reserves (272.5) - to other reserves (272.5) -

Result to be carried forward 9,423.8 10,116.7 Profit (loss) to be carried forward 9,423.8 10,116.7

Profit to be distributed 395.9 508.3 Dividends 395.9 508.3

Dividend per share

In EUR 2020 2019

Gross Net(1) Gross Net(1) Share 2.50 1.750 3.15 2.205

(1) Dividend excluding a 30.00% withholding tax

216 GBL – Annual Report 2020 Consolidated figures IFRS over 10 years

In EUR million 2020 2019 (1) 2018 2017 2016 2015 2014 2013 2012 2011

Balance sheet

Non-current assets 26,087.8 26,402.4 20,529.3 21,098.5 17,945.3 17,124.1 1 5,70 7.4 15,730.9 14,488.0 15,778.2 Current assets 4,270.2 4,883.9 3,360.9 2,960.1 3 , 9 2 7. 5 3,281.5 3 , 9 7 7.4 3,226.8 2,933.8 2,361.2 Total assets 30,358.0 31,286.3 23,890.2 24,058.6 21,872.8 20,405.6 19,684.8 18,957.7 17,421.8 18,139.4 Shareholders' equity – Group's share 18,975.5 19,758.2 15,918.7 16,505.0 14,867.0 13,245.6 13,172.7 12,665.2 12,391.1 12,658.3 Non-controlling interests 1,492.5 1,581.2 1,710.9 1,431.4 1,507.2 1,297.9 1,111.5 1,025.6 1,000.6 972.3 Non-current liabilities 7,520.5 7,129.5 4,832.6 3,773.9 3,226.5 4,379.6 4,236.9 4,266.9 2,996.7 3,076.6 Current liabilities 2,369.4 2,817.4 1,428.0 2,348.3 2,272.1 1,482.5 1,163.7 1,000.0 1,033.4 1,432.2 Total liabilities and shareholders' equity 30,358.0 31,286.3 23,890.2 24,058.6 21,872.8 20,405.6 19,684.8 18,957.7 17,421.8 18,139.4

Income statement

Share of profit (loss) of associates (30.9) (49.3) 25.6 23.9 24.2 (82.8) 72.5 135.8 69.5 135.9 Net dividends from investments 312.9 508.3 350.4 340.7 338.4 323.5 316.5 368.0 436.4 500.3 Other operating income (expenses) from investing activities (69.6) (62.5) (39.1) (59.4) (48.2) (52.4) (37.2) (37.7) (27.9) (34.4) Gains (losses) on disposals, impairments and reversals of non-current assets from investing activities 1.2 128.6 4.2 245.7 (968.0) 749.8 495.8 192.2 (323.9) (604.8) Financial income (expenses) from investing activities 424.0 143.2 11.8 (17.4) 3 7. 5 52.4 (123.6) (169.5) (46.6) (43.8) Profit (loss) before tax from investing activities - continued operations 6 3 7. 6 668.3 352.9 533.5 (616.1) 990.5 724.0 488.8 1 0 7. 5 (46.8) Turnover 5,915.9 5,0 3 7. 9 5,201.3 4,626.3 4,531.7 4,392.4 3,918.8 3,904.5 4,077.8 2,951.0 Raw materials and consumables (1,551.9) (1,729.5) (1,715.7) (1,434.0) (1,434.2) (1,416.1) (1,283.6) (1,355.7) (1,463.2) (1,039.3) Employee expenses (2,157.0) (1,163.1) (1,201.5) (1,064.7) (982.2) (948.9) (806.2) (807.1) (839.3) (573.6) Depreciation/amortisation of property, plant, equipment and intangible assets (538.2) (432.6) (313.3) (280.6) (261.8) (256.0) (233.2) (229.6) (236.4) (167.7) Other operating income (expenses) from operating activities (1,362.4) (1,413.3) (1,802.0) (1,331.6) (1,299.5) (1,302.5) (1,166.3) (1,111.3) (1,073.9) (818.7) Gains (losses) on disposals, impairments and reversals of non-current assets from operating activities (81.5) (51.1) (215.2) (6.6) (25.2) (268.9) 11.9 - - - Financial income (expenses) from operating activities (352.4) (82.6) (95.7) (97.1) (73.9) (69.2) (51.0) (60.0) (78.0) (54.7) Profit (loss) before tax from consolidated operating activities - continued operations (127.5) 165.7 (142.1) 411.7 454.9 130.8 390.4 340.8 3 8 7. 0 302.0 Income taxes (80.8) (65.1) (94.7) (121.4) (149.7) (65.4) (121.3) (104.9) (119.0) (88.5) Profit (loss) from continued activities 429.3 768.9 116.1 823.8 (310.9) 1,055.9 993.1 724.7 375.5 166.7 Profit (loss) from consolidated operating activities - discontinued operations - - 788.0 6 7. 3 ------Non-controlling interests 38.3 64.2 (245.2) (185.7) (146.8) (29.5) (117.8) (104.1) (119.9) (90.6) Consolidated profit (loss) for the year – Group’s share 391.0 704.7 658.9 705.4 (457.7) 1,026.4 875.3 620.6 255.6 71.1

Gross dividend (in EUR) 2.50 3.15 3.07 3.00 2.93 2.86 2.79 2.72 2.65 2.60 Coupon number for dividend 23 22 21 20 19 18 17 16 15 14 Net asset value per share (in EUR) 127.03 126.11 100.35 117.06 105.31 94.13 94.58 92.45 82.10 71.65 Share price (in EUR) 82.52 93.96 76.08 89.99 79.72 78.83 70.75 66.73 60.14 51.51 Number of shares in issue 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 161,358,287 Number of treasury shares 8,749,816 5,238,989 2,642,982 5,660,482 5,924,416 6,079,926 6,147,123 6,308,090 6,134,514 6,099,444

(1) Comparative figures have been restated to reflect the finalization of the acquisition accounting of Webhelp (see note on « Changes in group structure »)

GBL – Annual Report 2020 217 Corporate Governance

CORPORATE GOVERNANCE STATEMENT

Groupe Bruxelles Lambert (“GBL” or the “Company”) complies with all corporate governance regulations. In this context, it complies in particular with the provisions of the 2020 Belgian Corporate Governance Code (the “2020 Code”). The standards of conduct for members of GBL’s Board of Directors and specialised Committees, as well as the rules governing the functioning of these bodies, are laid out in the Corporate Governance Charter (the “Charter”). This document also includes the Dealing Code, which defines the rules applicable to transactions in GBL securities. The Charter was published for the first time at the end of 2005. Since then, the Board of Directors has ensured that this document reflects the various legal developments in the field of corporate governance, including the 2020 Code. The updated document is available on the Company’s website (www.gbl.be). This Corporate Governance Statement describes the composition and functioning of GBL’s administrative bodies and their Committees. It comments on the practical application of GBL’s governance rules during the financial year ended December 31, 2020 and the period between the end of this financial year and the Board of Directors meeting on March 11, 2021. Furthermore, it lists the Company’s deviations from certain provisions of the 2020 Code and explains the reasons behind them. It also includes the remuneration policy and the remuneration report. Lastly, it reflects the principal characteristics of the Company’s internal control and risk management systems.

218 GBL – Annual Report 2020 218 Corporate Governance Statement 220 Board of Directors 233 Board Committees 236 Remuneration of corporate officers 239 Auditing of the financial statements 240 Staff and organisation 243 Risk management and internal control 244 Policy on conficts of interest 245 Policy relating to transactions in GBL securities 246 Shareholders 249 Other information relating to the Company 251 Mandates held by the Directors between 2016 and 2020

GBL – Annual Report 2020 219 1. Board of Directors 1.1. Composition as at December 31, 2020

Nomination, Remuneration and End date of Governance Start date of mandate current mandate Standing Committee Audit Committee Committee

CHAIRMAN OF THE BOARD OF DIRECTORS Paul Desmarais, Jr. 1990 2023 Member - -

VICE-CHAIRMAN, DIRECTOR Baron Frère (Gérald) 1982 2023 Chairman - -

CEO Ian Gallienne 2009 2024 Member - -

DIRECTORS

Victor Delloye 1999 2021 Member - -

Paul Desmarais III 2014 2022 Member - -

Baron Cedric Frère 2015 2023 Member - -

Ségolène Gallienne 2015 2023 Member - -

Claude Généreux 2019 2021 Member - -

Gérard Lamarche 2011 2021 Member - -

Xavier Le Clef 2019 2023 Member Member Member

Jocelyn Lefebvre 2017 2021 Member Member -

Amaury de Seze 1994 2021 Vice-Chairman - Chairman

INDEPENDENT DIRECTORS

Countess Antoinette d’Aspremont Lynden 2011 2023 - Chairwoman -

Laurence Danon Arnaud 2017 2021 - - Member

Marie Polet 2015 2023 - Member Member

Agnès Touraine 2018 2021 - - Member

Martine Verluyten 2013 2021 - Member -

HONORARY CHAIRMAN HONORARY MANAGING DIRECTORS HONORARY DIRECTORS Baron Frère (Albert) † Jacques Moulaert † and Emile Quevrin Count Baudouin du Chastel de la Howarderie †, Jacques-Henri Gougenheim, Count Jean-Jacques de Launoit and Aldo Vastapane

1.1.1. Composition of the Board of Directors This control situation also justifies the presence, as at December 31, 2020, The composition of GBL’s Board of Directors reflects the of representatives proposed by the controlling shareholder, controlling shareholding of the Company. GBL is controlled by Parjointco Switzerland S.A., on the Standing Committee (ten members Parjointco Switzerland S.A., a company under Swiss law, itself out of twelve), the Audit Committee (two members out of five) and the controlled by Parjointco S.A., a company under Belgian law controlled Nomination, Remuneration and Governance Committee (two members jointly by the Frère and Power Corporation of Canada groups, under out of five). an agreement signed by the two groups in 1990. It is also in this context that GBL has developed a diversity policy for its This agreement aims to establish and maintain equal control Board of Directors in accordance with the Law of September 3, 2017 on between the Power Corporation of Canada group and the Frère group the disclosure of non-financial information and diversity information by in Parjointco Switzerland S.A., GBL and their respective designated certain companies and groups (for more details, see ESG section on subsidiaries. It was extended on 16 December 2012 and shall expire pages 94 to 121 of this annual report). The Company also ensures the in 2029 if not renewed. presence and contribution of independent Directors of a sufficient number and quality, thereby ensuring that the interests of all the As at December 31, 2020, out of a total of seventeen members, Company’s shareholders are respected. GBL’s Board includes ten representatives proposed by the controlling shareholder, Parjointco Switzerland S.A. The shareholding structure It has also gradually increased the number of women on its Board explains the composition of the Board of Directors. It departs from and Committees, in accordance with the Law of July 28, 2011, which Article 3.7 of the 2020 Code, which recommends a Board composition aims to guarantee the presence of women on the Board of Directors such that no individual Director or group of Directors is able to control of listed companies. decision-making. GBL’s Board of Directors has five independent Directors and six female Directors out of a total of seventeen members.

220 GBL – Annual Report 2020 Board of Directors

Composition

1 Average length CEO of mandates Average age 16 17 10.1 58.9 Non-executive Members 5 years Independent

Percentage of men and women Age distribution

> 65 years < 50 years 65% 17 35% 47% 17 24% Men Members Women Members

50 - 65 years 29%

Length of mandate / Experience / Amount of Directors Amount of Directors

Business management 11 International experience 10 Finance 9 Consultancy 6 7 Industry 6 Digital 6 5 5 ESG 4 Audit/legal 3 Public sector 2 < 5 5 - 10 > 10 years years years

GBL – Annual Report 2020 221 1.1.2. Appointments proposed to the 2021 Ordinary 1.2. I nformation on the Directors (1) General Meeting 1.2.1. Main activity and other offices held by members of the Board The mandate of several Directors expires at the end of the of Directors Ordinary General Meeting of April 27, 2021. The full list of offices held by members of the Board of Directors during Laurence Danon Arnaud, Victor Delloye and Martine Verluyten the last five years can be found on page 251 of this report. The list of did not request renewal of their mandate. offices held in listed companies during the 2020 financial year is in point 1.2.4. Furthermore, Gérard Lamarche expressed his wish to end his mandate as a Director at the end of the 2021 Ordinary General Meeting and Amaury de Seze has reached the age limit. Paul Desmarais, Jr. The Ordinary General Meeting is therefore asked to reappoint Chairman of the Board of Claude Généreux, Jocelyn Lefebvre and Agnès Touraine as Directors Directors for a period of four years, i.e. until the end of the 2025 General Meeting called to approve the accounts for the 2024 financial year. The General Meeting is also invited to appoint Jacques Veyrat as Director. AGE 66 (born on July 3, 1954 in Sudbury, Ontario, Canada) Jacques Veyrat NATIONALITY Canadian

EDUCATION & EXPERIENCE -P- aul Desmarais, Jr. has a degree in business from McGill University in Montreal and an MBA from INSEAD in Fontainebleau. -H- e joined Power Corporation of Canada in 1981 and took up the position of Vice-President the following year. -I- n 1984, he guided the creation of the Power Financial Corporation to consolidate, under the same banner, the main financial holdings of Power. -P- aul Desmarais, Jr. served as Vice-President of Power Financial Corporation from 1984 to 1986; President and Chief Operating Officer from 1986 to 1989; Executive Vice-Chairman of the Born on November 4, 1962 in Chambéry, France, of French Board from 1989 to 1990; Executive Chairman of the Board nationality. from 1990 to 2005; Chairman of the Executive Committee from 2006 to 2008; Executive Co-Chairman of the Board from Jacques Veyrat has a degree from the Ecole Polytechnique and is 2008 to 2020; and has been Chairman of the Board since a member of the Corps des Ponts et Chaussées. He began his 2020. career at the Ministry of Finance (Treasury Department) from -H- e also served as Vice-President of the Board of Power 1989 to 1993, then in the Office of the Minister of Equipment Corporation from 1991 to 1996. He was Co-Chief Executive from 1993 to 1995. He was then appointed CEO of Louis Dreyfus Officer of Power Corporation from 1996 to 2020 and has been Armateurs. In 1998, he founded Louis Dreyfus Communications, Chairman of the Board of Power Corporation since 1996. which became Neuf Cegetel. From 2008 to 2011, he was Chairman of the Louis Dreyfus Group. In 2011, he founded -H- e has been a Director of Groupe Bruxelles Lambert Impala, a leading shareholder holding company of around twenty since 1990. companies operating in the energy sector with Direct Energie and Neoen. He is a Director of Iliad, Nexity and FNAC-Darty. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 350 Finally, subject to approval of their appointment, the General Meeting is asked to recognise the independence of Agnès Touraine and Jacques Veyrat. To qualify as independent, a Director must, in accordance with the Charter, comply with Article 7:87 of the Belgian Code on companies and associations and Article 3.5 of the 2020 Code. The Board of Directors is of the opinion that, in the light of the criteria of the Code on companies and associations and the 2020 Code, Agnès Touraine and Jacques Veyrat qualify as independent. They also confirmed their independence in writing on January 18, 2021 and February 8, 2021 respectively.

CONTACT ADDRESS Power Corporation of Canada 751, Victoria Square Montreal, Quebec H2Y 2J3 (Canada)

(1) As communicated individually to the Company by each member of the Board of Directors 222 GBL – Annual Report 2020 Gérald Frère Ian Gallienne Vice-Chairman of the CEO Board of Directors

AGE AGE 49 (born on January 23, 1971 69 (born on May 17, 1951 in in Boulogne-Billancourt, Charleroi, Belgium) France) NATIONALITY NATIONALITY Belgian French and Belgian

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -A- fter studying in Switzerland, Gérald Frère joined the family -I- an Gallienne has an MBA from INSEAD in Fontainebleau. company, Frère-Bourgeois group (Belgium), where he took up the role of CEO. -H- e began his career in Spain in 1992, as co-founder of a commercial company. -H- e was also Regent of the National Bank of Belgium. -F- rom 1995 to 1997, he was a director of a consulting firm -H- e has been on the Board of Directors of Groupe Bruxelles that specialises in turning around struggling businesses in Lambert since 1982. In 1993, he was appointed CEO and France. Chairman of the Standing Committee, positions he held until he retired at the end of 2011. -- From 1998 to 2005, he was Manager of the private equity funds Rhône Capital LLC in New York and London. -H- e has again chaired the Standing Committee since April 23, 2019. -I- n 2005, he created the private equity fund Ergon Capital in Brussels and was its CEO until 2012. -I- n 2012, he became CEO of Groupe Bruxelles Lambert, NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 of which he had been a Director since 2009. 451,515 -H- e has been solely responsible for the operational management of the Company since the 2019 Ordinary General Meeting.

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 30,000

CONTACT ADDRESS CONTACT ADDRESS Groupe Bruxelles Lambert Groupe Bruxelles Lambert 24, avenue Marnix 24, avenue Marnix 1000 Brussels (Belgium) 1000 Brussels (Belgium)

GBL – Annual Report 2020 223 Antoinette Laurence d’Aspremont Danon Arnaud Lynden Director Director

AGE AGE 71 (born on October 24, 64 (born on January 6, 1956 1949 in London, United in Bordeaux (Gironde), Kingdom) France) NATIONALITY NATIONALITY Belgian French

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -A- ntoinette d ‘Aspremont Lynden has a Master of Science -L- aurence Danon Arnaud is a former student of the Ecole from the School of Engineering at the University of Stanford, Normale Supérieure Paris (1977), qualified in physical in California, and a PhD in applied economics from the sciences (1980) and a member of the engineering Catholic University of Leuven. Corps des Mines (1981-1984). -S- he began her career in the field of quantitative methods -A- fter five years at the Ministry of Industry and the consulting in Palo Alto, California. Hydrocarbons Directorate, she joined the ELF group in 1989. She held various positions in the Chemicals branch of the -B- etween 1973 and 1990, she held several positions at TOTAL FINA ELF group including, between 1996 and 2001, Banque Bruxelles Lambert in Brussels. that of CEO of BOSTIK, the world’s second largest -S- he then spent twenty years as a professor of management adhesives company. at Université Charles-de-Gaulle Lille 3. In addition, she is a -I- n 2001, she was appointed CEO of Printemps and member of visiting professor of accounting and financial analysis at the the Executive Board of PPR (KERING). Political Science Institute (Sciences Po) in Lille. -A- fter the repositioning of Printemps and the successful sale in -S- he is also active in the non-profit sector as Treasurer of the 2007, she joined the world of finance, from 2007 to 2013 as Cathedral of St Michael and St Gudula in Brussels, a member Chairman of the Board of Directors of Edmond de Rothschild of the education authority of the Collège de Maredsous Corporate Finance and from 2013 as Chairwoman of the (Belgium) and Director of the Royal Trust (Belgium). merchant bank Leonardo & Co. -S- he has been a Director of Groupe Bruxelles Lambert -F- ollowing the sale of the latter to NATIXIS in 2015, since 2011. shededicated herself to her family office, PRIMEROSE SAS. -S- he has been a Director of Gecina since 2017, as well as a NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 Director of Amundi since 2015 and TF1 since 2010. She has 450 been a member of the Boards of Directors of Diageo (2006- 2015), Plastic Omnium (2003-2010), Rhodia (2008-2011), and the Supervisory Board of BPCE (2009-2013). -S- ince 2015, she has also been a Member of the Académie Française des Technologies. -S- he has been a Director of Groupe Bruxelles Lambert since 2017.

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 450

CONTACT ADDRESS CONTACT ADDRESS 23, avenue du Général de Gaulle 30, boulevard Victor Hugo 1050 Brussels (Belgium) 92200 Neuilly-sur-Seine (France)

224 GBL – Annual Report 2020 Victor Delloye Paul Desmarais III Director Director

AGE AGE 67 (born on September 27, 38 (born on June 8, 1982 in 1953 in Huy, Belgium) Montreal, Quebec, Canada) NATIONALITY NATIONALITY Belgian Canadian

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -V- ictor Delloye has a Bachelor’s degree in law from the -P- aul Desmarais III has a Bachelor’s degree in economics Catholic University of Leuven and a Master’s degree in from Harvard University and an MBA from INSEAD in taxation from the Ecole Supérieure des Sciences Fiscales Fontainebleau. at the ICHEC-Brussels. -H- e began his career in 2004 at Goldman Sachs in the -H- e joined the Frère-Bourgeois group in 1987. He is Director United States. and General Secretary of Frère-Bourgeois and Executive -I- n 2010, he took up a role at Imerys in France as a project Director of its subsidiary, Compagnie Nationale à Portefeuille. manager, and in 2012 joined Great-West Lifeco (Canada) as -H- e is also Vice-President of the Association Belge des Sociétés Assistant Vice-President of Risk Management. Cotées ASBL. -I- n May 2014, he was appointed Vice-President of Power -H- e has been a Director of Groupe Bruxelles Lambert Corporation of Canada and Power Financial Corporation. since 1999. -H- e has been a Director of Groupe Bruxelles Lambert since 2014. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 850 NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 450

CONTACT ADDRESS CONTACT ADDRESS Frère-Bourgeois Power Corporation of Canada 12, rue de la Blanche Borne 751, Victoria Square 6280 Loverval (Belgium) Montreal, Quebec H2Y 2J3 (Canada)

GBL – Annual Report 2020 225 Cedric Frère Ségolène Gallienne Director Director

AGE AGE 36 (born on April 13, 1984 43 (born on June 7, 1977 in in Charleroi, Belgium) Uccle, Belgium) NATIONALITY NATIONALITY Belgian and French Belgian

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -C- edric Frère has a Bachelor of Arts in Business Economics -S- égolène Gallienne has a Bachelor of Arts in Business from Vesalius College in Brussels, Vrije Universiteit Brussel Economics from Vesalius College in Brussels, Vrije Universiteit (VUB). Brussel (VUB). -H- e began his career in 2007 in the banking sector, where he -P- revious positions include Head of Public Relations at held several positions, including in Paris, London and Brussels. Belgacom (which became Proximus) and Head of Communications at Dior Fine Jewelry. -I- n 2010, he joined Compagnie Nationale à Portefeuille in Belgium (Frère-Bourgeois group), of which he is a Director. -S- he is currently a Director of various French and international companies (including Christian Dior S.E., Société Civile du -H- e is also CEO of Frère-Bourgeois S.A. and Financière de la Château Cheval Blanc and Frère-Bourgeois) and Chairwoman Sambre S.A., as well as Director of various companies of the Board of Directors of Diane S.A., a company that including Compagnie Nationale à Portefeuille S.A. and specialises in the art trade. Caffitaly System S.p.A. -S- he has been a Director of Groupe Bruxelles Lambert -H- e is the Chairman of the Board of Directors of Société Civile since 2015. du Château Cheval Blanc and Cheval Blanc Finance SAS. -H- e has been a Director of Groupe Bruxelles Lambert since 2015. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 5,350

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 450

CONTACT ADDRESS CONTACT ADDRESS Frère-Bourgeois Frère-Bourgeois 12, rue de la Blanche Borne 12, rue de la Blanche Borne 6280 Loverval (Belgium) 6280 Loverval (Belgium)

226 GBL – Annual Report 2020 Claude Généreux Gérard Lamarche Director Director

AGE AGE 58 (born on April 10, 1962 59 (born on July 15, 1961 in in Montreal, Canada) Huy, Belgium) NATIONALITY NATIONALITY Canadian Belgian

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -C- laude Généreux has a degree in engineering from McGill -G- érard Lamarche has a degree in economics from the University and in politics and economics from Oxford University of Louvain-La-Neuve and the INSEAD Management University (Rhodes Scholar). Institute (Advanced Management Program for Suez Group Executives). He also studied at the Wharton International -S- ince 2015, he has been Executive Vice-President of Power Forum in 1998-1999 (Global Leadership Series). Corporation of Canada. He was Executive Vice President of Power Financial from 2015 to 2020. He sits on the Board of -H- e began his career at Deloitte Haskins & Sells in Belgium in Directors of Great-West Lifeco, IGM Financial and a number of 1983 and in the Netherlands in 1987. subsidiaries. -I- n 1988, he joined Société Générale de Belgique as Investment -H- e is also a Senior Partner Emeritus of McKinsey & Company, Manager and was Controller from 1989 to 1991, before a global leader in management consulting. During his 28-year becoming an advisor on strategic operations from 1992 career at McKinsey, he assisted major companies operating in to 1995. the financial services, energy and resources sectors, and took -H- e joined Compagnie Financière de Suez as Special Advisor up various global leadership roles (energy sector, global to the Chairman and Secretary of the Executive Committee recruitment, evaluation and partner elections). (1995-1997) before being appointed to the position of -H- e helped launch the McKinsey office in Montreal in 1991 and Executive Manager in charge of Planning, Control also worked at its offices in Paris, Toronto and Stockholm. and Accounting. -H- e sits on the Boards of McGill University (Vice-Chairman of -I- n 2000, he pursued his career in the industrial sector by the Board of Governors), and the Jeanne Sauvé, Canadian joining NALCO (a US subsidiary of the Suez group, a world Rhodes Scholars and Loran Scholars Foundations. leader in industrial waste water treatment) as CEO. -H- e has been a Director of Groupe Bruxelles Lambert -I- n January 2003, he was appointed CFO of the Suez group. since 2019. -H- e has been President of Multifin since 2019. -H- e has been a Director of Groupe Bruxelles Lambert since NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 2011. He was its co-CEO between 2012 and 2019. 1,350

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 6,150

CONTACT ADDRESS CONTACT ADDRESS Power Corporation of Canada Groupe Bruxelles Lambert 751, Victoria Square 24, avenue Marnix Montreal, Quebec H2Y 2J3 (Canada) 1000 Brussels (Belgium)

GBL – Annual Report 2020 227 Xavier Le Clef Jocelyn Lefebvre Director Director

AGE AGE 44 (born on August 4, 1976 63 (born on December 22, in Wilrijk, Belgium) 1957 in Quebec, Canada) NATIONALITY NATIONALITY Belgian Canadian and French

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -X- avier Le Clef has a Master’s degree in applied economics -J- ocelyn Lefebvre has a degree from the Ecole des Hautes from the Solvay Brussels School of Economics & Management Etudes Commerciales de Montréal and is also a member of the (ULB) and an MBA from Vlerick Business School. Quebec Order of Chartered Accountants (CPA). -H- e began his career at the consulting firm Arthur D. Little, -H- e began his career in 1980 at Arthur Andersen, first in and in 2006 joined Compagnie Nationale à Portefeuille (CNP), Montreal, then in Brussels. where he was responsible for managing various industrial -I- n 1986, he joined the Canadian industrial group M.I.L. Inc., matters. He became its CEO in 2015. In the same year, he was where he served successively as Deputy to the President and appointed a Director of Frère-Bourgeois, of which he has been Vice-President of Administration and Special Projects, then CEO since 2018. Corporate Affairs, while also holding the position of President -H- e is a Chairman, Director and/or committee member of of Vickers Inc., one of its main subsidiaries, until 1991. several companies in the CNP group’s portfolio (e.g. -I- n 1992, he joined the Power Corporation of Canada group, AKKA Technologies, Caffitaly System, CLS and APG/SGA). where he has held various positions in Europe. In this context, -H- e has been a Director of Groupe Bruxelles Lambert he sat on the Board of Directors of group companies (Imerys, since 2019. Parfinance, RTL, Suez-Tractebel, Kartesia, AFE, Orior Food). -N- ow Vice Chairman Europe of Power Corporation of Canada, NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 he serves as President of Sagard Private Equity. 600 -H- e has been a Director of Groupe Bruxelles Lambert since 2017.

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 1,350

CONTACT ADDRESS CONTACT ADDRESS Frère-Bourgeois Power Corporation of Canada 12, rue de la Blanche Borne 751, Victoria Square 6280 Loverval (Belgium) Montreal, Quebec H2Y 2J3 (Canada)

228 GBL – Annual Report 2020 Marie Polet Amaury de Seze Director Director

AGE 66 (born on December 5, AGE 1954 in Eupen, Belgium ) 74 (born on May 7, 1946) NATIONALITY NATIONALITY Belgian French

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -A- fter obtaining a Bachelor’s degree in economics, Marie Polet -A- maury de Seze has a degree from the Centre de joined British American Tobacco plc. (BAT), the world’s Perfectionnement dans l’Administration des Affaires and the second-largest tobacco company. Stanford Graduate School of Business. -S- he worked in marketing before being promoted to senior -H- is career began at Bull General Electric. management positions. She was CEO of British American -F- rom 1978 to 1993, he worked for the Volvo group as President Tobacco Belgium until July 2008. She also spent a lot of time of Volvo Europe and Member of the group’s Executive abroad for the BAT group, in the US, Germany and the Committee. Netherlands, before being appointed Head of Marketing for Europe in London. -I- n 1993, he joined the Paribas group as a Member of the Board of Directors in charge of industrial affairs. -A- fter successfully overseeing the merger between BAT and STC (cigars) in Belgium, the multinational tasked her with -H- e is currently Vice-Chairman of the Board of Power managing the takeover of the tobacco market leader in Corporation of Canada and is a former President of Scandinavia. As such, she was made CEO Denmark, working in PAI Partners. Copenhagen until January 2010. She was then promoted to -H- e has been a Director of Groupe Bruxelles Lambert Group Head of Strategy & Planning at the group’s head office since 1994. in London. -F- rom October 1, 2011 to January 16, 2015, she served as President & CEO of Imperial Tobacco Canada, which has its NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 registered office in Montreal. Until January 2019, she was 450 Group Director of Strategy, Planning and Insights in London. -S- he has been a Director of Groupe Bruxelles Lambert since 2015.

NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 750

CONTACT ADDRESS CONTACT ADDRESS Groupe Bruxelles Lambert Groupe Bruxelles Lambert 24, avenue Marnix 24, avenue Marnix 1000 Brussels (Belgium) 1000 Brussels (Belgium)

GBL – Annual Report 2020 229 Agnès Touraine Martine Verluyten Director Director

AGE 65 (born on February 18, AGE 1955 in Neuilly-sur-Seine, 69 (born on April 14, 1951 in France) Leuven, Belgium) NATIONALITY NATIONALITY French Belgian

EDUCATION & EXPERIENCE EDUCATION & EXPERIENCE -A- gnès Touraine has a law degree from the Political -M- artine Verluyten has a degree in applied economics from the Science Institute (Sciences Po) in Paris and an MBA from Catholic University of Leuven. She started her career at the Columbia University. audit firm Peat, Marwick, Mitchell, which later became KPMG. -S- he is President of the French Institute of Directors (IFA) and -A- fter being promoted to senior auditor, she joined the founding President of Act III Consultants, a consulting firm Californian company Raychem, which specialises in heat- dedicated to digital transformation. shrinkable plastics, where she held a number of financial positions in Belgium and the United States. -S- he was previously CEO of Vivendi Universal Publishing, after spending ten years at the Lagardère group and five years -I- n 2000 she joined Mobistar, Belgium’s second-largest mobile at McKinsey. network operator, and quickly became CFO. -S- he sits on the Board of Directors of Proximus (formerly -S- he ended her career as CFO at Umicore from 2006 to 2011. Belgacom) and Rexel, as well as the Supervisory Board -S- he is currently a non-executive Director on the Board of of Tarkett. STMicroelectronics N.V. and was a Director of Thomas Cook -S- he was previously a Director of Cable & Wireless plc., Group plc until January 18, 2020. She chairs the Audit Neopost and Darty plc. Committee of STMicroelectronics N.V. -S- he also sits on the Board of Directors of various non-profit -S- he has been a Director of Groupe Bruxelles Lambert organisations such as IDATE (Institute of Audiovisual Media since 2013. and Telecommunications in Europe) and the French American Foundation. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 -S- he has been a Director of Groupe Bruxelles Lambert 3,780 since 2018. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 450

CONTACT ADDRESS CONTACT ADDRESS Groupe Bruxelles Lambert 5, rue Budé 24, avenue Marnix 78004 Paris (France) 1000 Brussels (Belgium)

230 GBL – Annual Report 2020 1.2.2. Appointment of Directors Number Name of the Directors are appointed on the basis of the procedures and selection of offices listed company criteria described in Chapter III, point A.2. of the Charter (which comply with the 2020 Code), as well as the Company’s Diversity and Inclusion Agnès Touraine 4/4 Groupe Bruxelles Lambert (B) Proximus (B) Policy (see page 99 of this annual report). The Nomination, Remuneration Rexel (B) and Governance Committee is responsible for the process of selecting Tarkett S.A. (F) Directors. Martine Verluyten 2/2 Groupe Bruxelles Lambert (B) STMicroelectronics N.V. (NL) 1.2.3. Professional development New Directors receive appropriate information enabling them to quickly 1.2.5. Family ties between members of the Board of Directors begin contributing to the work of the Board of Directors. If the Director - Gérald Frère is the brother-in-law of Ian Gallienne. sits on a Board Committee as well, the information provided includes a - Gérald Frère is the father of Cedric Frère and the brother of description of the Committee’s duties and any other information relating Ségolène Gallienne. to its tasks. New Directors can also speak to the CEO to obtain any information that is useful or required in order to carry out their duties. - Ian Gallienne is married to Ségolène Gallienne. Where applicable, one or more meetings are arranged with the Head of - Paul Desmarais, Jr. is the father of Paul Desmarais III. Investments, the CFO and the General Secretary to ensure that new Directors receive proper training. 1.2.6. Management expertise and experience of members of the Board of Directors Throughout their mandate, Directors update their skills and develop their Among the criteria laid down for the selection of Directors is their knowledge of the Company in order to carry out their responsibilities as expertise and experience in management and finance as provided for in members of the Board of Directors and Committees. GBL’s Diversity and Inclusion Policy. 1.2.4. Offices held by Directors in listed companies The activity exercised and offices held by Directors reflect their individual The following table shows the offices held in listed companies by each of expertise and experience. the Directors as at December 31, 2020, both in Belgium and abroad. 1.2.7. No convictions for fraud, charges and/or official public Two figures are given for the number of offices: the first figure represents sanctions the total number of offices held, and the second smaller or equal number None of the Directors has been convicted of fraud, charged and/or is obtained by consolidating all offices held within the same group and received an official public sanction pronounced by a statutory or representing it in its various holdings. regulatory authority within the last five years. The specific nature of a holding company is to hold shares, whose Likewise, none of the Directors has been banned by a court from being a performance must be monitored by the company’s managers. In this member of a management, executive or supervisory body or being context, Directors may legitimately hold more than five offices as their involved in the management or conduct of an issuer’s activities within the main professional activity, which explains why the Charter derogates last five years. from the provisions of the 2020 Code in this respect. 1.2.8. Bankruptcy, receivership or liquidation of companies in which a Director has been an executive within the last five Number Name of the of offices listed company years None of the Directors has been subject to bankruptcy, receivership or Paul Desmarais, Jr. 6/1 Power Corporation of Canada (CDN) liquidation within the last five years. Power Financial Corporation (CDN) Great-West Lifeco Inc. (CDN) 1.2.9. P otential conflicts of interest between members of the Board IGM Financial Inc. (CDN) Groupe Bruxelles Lambert (B) of Directors SGS S.A. (CH) The following theoretical potential conflicts of interest have been Gérald Frère 1/1 Groupe Bruxelles Lambert (B) identified: Ian Gallienne 5/1 Groupe Bruxelles Lambert (B) - Gérald Frère is Chairman of the Board of Directors of Frère-Bourgeois adidas AG (D) and holds various directorships within the Frère-Bourgeois group; Imerys (F) Pernod Ricard (F) - Cedric Frère holds various positions as Executive Director within the SGS S.A. (CH) Frère-Bourgeois group; Antoinette 2/2 BNP Paribas Fortis (B) - Ségolène Gallienne holds various directorships within the d’Aspremont Lynden Groupe Bruxelles Lambert (B) Frère-Bourgeois group; Laurence Danon Arnaud 4/4 Amundi (F) Gecina (F) - Xavier Le Clef is CEO of Frère-Bourgeois and a Director of other Groupe Bruxelles Lambert (B) companies in the Frère-Bourgeois group; TF1 (F) - Victor Delloye holds various positions as Executive Director within the Victor Delloye 1/1 Groupe Bruxelles Lambert (B) Frère-Bourgeois group; Paul Desmarais III 2/1 Groupe Bruxelles Lambert (B) Imerys (F) - Paul Desmarais, Jr., Paul Desmarais III and Jocelyn Lefebvre hold various Cedric Frère 1/1 Groupe Bruxelles Lambert (B) directorships within the Power Corporation of Canada group; Ségolène Gallienne 2/2 Christian Dior S.E. (F) - Amaury de Seze is Vice-Chairman of the Board of Power Corporation of Groupe Bruxelles Lambert (B) Canada and a Director of Compagnie Nationale à Portefeuille S.A.; Claude Généreux 3/1 Great-West Lifeco Inc. (CDN) - C laude Généreux holds various positions within the Power Corporation IGM Financial Inc. (CDN) of Canada group. Groupe Bruxelles Lambert (B) Gérard Lamarche 2/1 Groupe Bruxelles Lambert (B) SGS S.A. (CH) Xavier Le Clef 3/1 APG/SGA (CH) AKKA Technologies (B) Groupe Bruxelles Lambert (B) Jocelyn Lefebvre 1/1 Groupe Bruxelles Lambert (B) Marie Polet 1/1 Groupe Bruxelles Lambert (B) Amaury de Seze 1/1 Groupe Bruxelles Lambert (B)

GBL – Annual Report 2020 231 1.2.10. A rrangements or agreements entered into with the main Directors’ individual attendance rates for these meetings were as follows: shareholders

The Company has not entered into any arrangements or agreements Directors Attendance rate with the main shareholders under which the Directors were selected as members of the Board of Directors. Paul Desmarais, Jr. 100.00% Gérald Frère 85.71% 1.2.11. Restriction on the sale of GBL shares Ian Gallienne 100.00% To the Company’s knowledge, there are no restrictions on the sale by a Antoinette d’Aspremont Lynden 100.00% Director of the GBL shares that they hold, except for the stipulations Laurence Danon Arnaud 85.71% regarding lock-up periods and closed periods provided for in the Victor Delloye 100.00% remuneration policy. Paul Desmarais III 85.71% 1.3. Delegation of day-to-day management Cedric Frère 100.00% Ségolène Gallienne 100.00% 1.3.1. Composition Claude Généreux 71.43% As at December 31, 2020, day-to-day management is undertaken by Gérard Lamarche 100.00% Ian Gallienne, CEO. Xavier Le Clef 100.00% Jocelyn Lefebvre 100.00% 1.3.2. Remit of the CEO Marie Polet 100.00% Ian Gallienne is responsible for the day-to-day management of the Thierry de Rudder (1) 100.00% group. He enjoys a large degree of autonomy: his powers are not limited Amaury de Seze 85.71% to implementation of decisions of the Board of Directors, but also Agnès Touraine 100.00% include all measures necessary to ensure that the Company and its Martine Verluyten 100.00% subsidiaries (wholly owned directly or indirectly by GBL) operate (2) normally and to successfully implement the Company’s strategy Total 95.00% (see Charter, Chapter III, points B. 1. and 2.). (1) Up to the General Meeting of April 28, 2020. Attendance rate calculated based on meetings during their directorship (2) Attendance rate calculated based on the weighted attendance of all members during their directorship 1.3.3. Evaluation of the CEO On an annual basis, the Board assesses the performance of the CEO and The Board of Directors meetings in March and July traditionally have on the achievement of the company’s strategic objectives in relation to the their agenda the approval of the consolidated financial statements and agreed measures and targets, after consulting the Nomination, accounts for the periods ended December 31 and June 30. Remuneration and Governance Committee. Furthermore, the non- The May and November meetings focus on the quarterly results. The executive Directors meet annually, in the absence of the CEO, to review projected year-end results are examined at each of these meetings. The the interaction between non-executive Directors and the CEO. The investment portfolio is generally included on the agenda of all meetings. meeting on the 2020 financial year was held on November 4, 2020 (for Throughout the year, the Board focused its work on monitoring the more details, see ‘Effectiveness and assessment of the Board’ on impact of the health crisis (Covid) and the strategy involving various page 233 of this annual report). investment and divestment projects. The Board meeting of March 11, 1.4. Powers and functioning of the Board of Directors 2020 drew up the agenda for the Ordinary General Meeting and The powers and functioning of the Board of Directors are described in Extraordinary General Meeting. The Board meeting of September 28, Chapter III, points A. 4.1. and 4.2 of the Charter. 2020 approved the principle of an issue by GBL of a bond exchangeable for GEA shares. The meeting of November 4, 2020 decided to propose to 1.5. Board meetings held in 2020 and attendance of the 2021 Ordinary General Meeting the appointment of PwC as Statutory Directors Auditor of GBL for a period of 3 years. Finally, the Board of Directors The Board of Directors met seven times in 2020, with a weighted meeting of December 10, 2020 agreed to invest in the Canyon Group. average attendance rate by Directors of 95.00% for all the meetings.

Board of Directors

Meetings Average weighted in 2020 attendance rate 7 95%

232 GBL – Annual Report 2020 1.6. Effectiveness and assessment of the Board 2.1. Standing Committee In accordance with its internal rules and regulations (see Chapter III, 2.1.1. Composition point A.4.2.6. of the Charter), the Board of Directors assesses its own As at December 31, 2020, the Standing Committee is made up of twelve performance every three years on the basis of an individual members, ten of whom are representatives of the controlling shareholder. questionnaire. This questionnaire covers the size, composition and The Committee is chaired by Gérald Frère. collective performance of the Board of Directors, as well as the actual contribution of each Director and the interaction of the Board of The end of the mandate of the Committee’s members corresponds to that Directors with the CEO. Furthermore, the non-executive Directors meet of their mandate as Director. annually, in the absence of the CEO, to review the interaction between non-executive Directors and the CEO. The scope of this assessment Members of the Standing includes the Audit Committee and the Nomination, Remuneration and Committee Current mandates Attendance rate Governance Committee. Gérald Frère, Chairman 2019-2023 100.00% The first assessment of the Board of Directors was conducted in 2007. Amaury de Seze, Vice-Chairman 2017-2021 100.00% The latest assessment of the functioning of the Board of Directors and Victor Delloye 2017-2021 100.00% the interaction between the Board and the CEO began in the second Paul Desmarais, Jr. 2019-2023 100.00% quarter of 2019. The results were reported to the Board at its meeting Paul Desmarais III 2018-2022 100.00% of October 31, 2019 and were satisfactory. A new assessment shall take Cedric Frère 2019-2023 100.00% place in 2022. Ian Gallienne 2020-2024 100.00% The meeting of the non-executive Directors covering the 2020 financial Ségolène Gallienne 2019-2023 100.00% year was held on November 4, 2020 in the absence of the CEO. Claude Généreux 2019-2021 66.67% Gérard Lamarche 2019-2023 83.33% The following items were raised: Xavier Le Clef 2019-2023 100.00% - the quality of the relationship between the CEO and the Board of Jocelyn Lefebvre 2017-2021 100.00% Directors; Thierry de Rudder (1) 2016-2020 100.00% - the information provided by the CEO; Total 95.89% (2)

- the assessment of the CEO by the Board of Directors; (1) Up to the General Meeting of April 28, 2020. Attendance rate calculated based on meetings during their directorship - the division of tasks between the CEO and the Board of Directors; (2) Attendance rate calculated based on the weighted attendance of all members during their term as - t he opportunity for Directors to meet with the CEO outside of Board Committee members meetings. 2.1.2. Frequency and content of meetings Each of these matters was deemed generally satisfactory. The Standing Committee met six times in 2020. As shown in the table When the mandate of each Director expires, the Board of Directors above, there was a 95.89% weighted average attendance rate for Directors assesses their attendance at meetings of the Board or the Board for all meetings in 2020. Committees, their level of engagement and their constructive At its various meetings, the Standing Committee addressed the main involvement in debates and decision-making, in accordance with subjects to be deliberated upon by the Board, namely: a pre-established and transparent procedure. - GBL’s strategic and financial direction (including investment in the Canyon group); 2. Board Committees - review of the valuation of GBL and its holdings; The Board of Directors is assisted by the Standing Committee, the - m onitoring of social and environmental issues to enable the Company to Nomination, Remuneration and Governance Committee and the Audit anticipate the related opportunities, challenges and risks; Committee, which carry out their activities under its responsibility. The internal rules and regulations for each of these Committees can be found - cash earnings forecasts and the new dividend policy; in Appendix 1 to the Charter. - the group’s cash and investment capacity; - the issue by GBL of a bond exchangeable for GEA shares.

Standing Committee

Meetings Average weighted in 2020 attendance rate 6 95.89%

GBL – Annual Report 2020 233 2.2. Nomination, Remuneration and Governance In 2020, it also reviewed the principles governing the functioning of the Committee Board and Committees. It believes that the governance of the Company complies with the regulations in force, the 2020 Code and best practices, 2.2.1. Composition taking into account the shareholding structure. As at December 31, 2020, the Committee has five members and is chaired by Amaury de Seze. The mandate of the Committee’s members 2.3. Audit Committee corresponds to their term of office as Director. 2.3.1. Composition A the end of the Ordinary General Meeting, the Committee shall be As at December 31, 2020, the Audit Committee is made up of five made up of Agnès Touraine, Chairwoman, Xavier Le Clef, Marie Polet members, three of whom are independent within the meaning of and Jacques Veyrat. Article 7:87 of the Code on companies and associations and the 2020 Code. These members are Antoinette d’Aspremont Lynden, Chairwoman of the Committee, Marie Polet and Martine Verluyten. The two other Members of the Nomination, Remuneration and Governance Current members, namely Xavier Le Clef and Jocelyn Lefebvre, are Committee mandate Attendance rate representatives of the controlling shareholder.

Amaury de Seze, Chairman 2017-2021 100.00% The mandate of the Committee’s members corresponds to their term of Laurence Danon Arnaud 2017-2021 100.00% office as Director. Xavier Le Clef 2019-2023 100.00% At the end of the Ordinary General Meeting, the members of the Marie Polet 2019-2023 66.67% Committee shall be Antoinette d ‘Aspremont Lynden, Chairwoman, Agnès Touraine 2018-2021 100.00% Jocelyn Lefebvre and Marie Polet. Total 93.33% (1)

(1) Attendance rate calculated based on the weighted attendance of all members during their term as Members of the Audit Current Committee members Committee mandate Attendance rate

All members of the Nomination, Remuneration and Governance Antoinette d’Aspremont Lynden, Committee are non-executive Directors, three of whom are independent. Chairwoman 2019-2023 100.00% They possess the necessary expertise in the areas of governance and Xavier Le Clef 2019-2023 100.00% remuneration policy. Jocelyn Lefebvre 2017-2021 100.00% Marie Polet 2019-2023 100.00% 2.2.2. Frequency and content of meetings Martine Verluyten 2017-2021 100.00% The Nomination, Remuneration and Governance Committee met three Total 100.00% times in 2020. As shown in the table above, there was a 93.33% weighted average attendance rate for Directors for all the meetings in 2020. All Committee members are non-executive Directors and have At these meetings, the Committee mainly focused on the following accounting and auditing expertise as a result of their education or issues: professional experience. Furthermore, the members have collective - proposal for option plans to be granted in 2020 to the CEO and setting expertise in the Company’s areas of activity. of the parameters and conditions of exercise; 2.3.2. Frequency and content of meetings - drafting of the remuneration report and review of other corporate The Audit Committee met five times in 2020, with an attendance rate by governance texts regarding the appointment and remuneration of its members of 100% for all meetings, as shown in the table above. directors to be published in the 2019 annual report; The Chief Financial Officer and the Company’s Statutory Auditor - drafting of the report by the Chairman of the Nomination, attended all meetings. Remuneration and Governance Committee to the Ordinary General Meeting of April 28, 2020; At these meetings, the Audit Committee examined the accuracy and fair - preparation of the annual assessment of the interaction between the presentation of GBL’s accounts and consolidated financial statements and CEO and non-executive Directors; performed its monitoring responsibilities in respect of control in the - review of the Charter to take into account the 2020 Code; broadest sense, in particular with regard to the quality of internal control and information provided to shareholders and the markets. - review of the composition of the Board of Directors and Committees (including the selection of a new independent Director); - introduction of a new Code of Conduct and Ethics.

Nomination, Remuneration and Governance Committee

Meetings Average weighted in 2020 attendance rate Non-executive 5 members 2 Independent 3 93.33% 3

234 GBL – Annual Report 2020 In 2020, the Committee examined the following items: 2.4. Digital Disruption Committee - review of the Company’s annual and half-yearly consolidated financial As from 2021, the Board of Directors has decided to enlist the assistance statements and consolidated quarterly results; of a Digital Disruption Committee in its digitalisation efforts. This - review of the Company’s annual and half-yearly accounts; Committee, made up of the CEO and experts in the field, aims in particular to discuss the Company’s digital strategy, to speed up the - review of draft press releases for publication, the annual report integration of digital into investment activities and to monitor the digital and half-yearly report; environment (risks and opportunities, innovations). - review of short and medium-term forecasts; - analysis of financial position, review of the market and monitoring 2.5. Assessment of the functioning and performance of of investment capacity; the Committees of the Board of Directors - review of accounting treatments and the book value of investments; According to developments in and the effectiveness of their work, the - review of the results of the impairment tests carried out on various Committees may, at any time, propose changes to their respective June 30, 2020 and December 31, 2020 on consolidated companies internal rules and regulations. The Charter therefore does not establish a and accounted for by the equity method; regular procedure for reviewing the internal rules and regulations of the Committees. - analysis and monitoring of the accounting impacts of investment in the Webhelp group, including the valuation of debts on minority The functioning and performance of each Committee are measured and shareholders; analysed as part of the triennial assessment of the performance of the - analysis of the impact of purchase price allocation exercises on Board of Directors. Part of this individual assessment questionnaire is Webhelp and Parques Reunidos; reserved for this purpose for members of the respective Committees. - m onitoring of trends in the activities of Sienna Capital, methods The interaction between the CEO and non-executive Directors is also of accounting for new investments and returns, review of underlying assessed within the Audit Committee and the Nomination, Remuneration transactions; and Governance Committee. - analysis of the accounting impacts of a bond exchangeable for GEA shares; - review of the accounting treatment of recoveries of witholding taxes; - analysis of the accounting impacts of forward sale and hedging transactions; - monitoring of yield enhancement activities, including the management of derivatives; - monitoring of the major ongoing litigations; - review and assessment by the Statutory Auditor of the operational effectiveness of the internal control systems; - review and monitoring of the independence of the Statutory Auditor, analysis of regulatory changes relating to statutory audit; - recommendation of a new auditor in the context of the mandatory rotation of the Statutory Auditor on the expiry of Deloitte’s mandate in April 2021.

Audit Committee

Meetings in 2020 Attendance rate Non-executive 5 members 2 Independent 5 100% 3

GBL – Annual Report 2020 235 3. Remuneration of corporate officers 3.1.2. Remuneration policy for non-executive Directors PRINCIPLES 3.1. Remuneration policy The remuneration of non-executive Directors is set by the General This remuneration policy was approved by the Ordinary General Meeting Meeting on the basis of a proposal by the Board of Directors after a of April 28, 2020 with effect from January 1, 2020. recommendation from the Nomination, Remuneration and Governance Committee. It is revised every three years to bring it into line with market 3.1.1. Remuneration policy for the CEO practices. PRINCIPLES The Board of Directors sets the remuneration of the CEO after taking STRUCTURE OF THE REMUNERATION OF NON-EXECUTIVE advice from the Nomination, Remuneration and Governance Committee, DIRECTORS the composition of which - consisting of a majority of independent Non-executive Directors receive fixed remuneration in cash, attendance Directors - contributes to preventing conflicts of interest relating to the fees and fixed remuneration in Company shares (following the entry into remuneration policy. force of the 2020 Code). They do not receive any variable remuneration. The CEO receives no remuneration for his directorships as such. The CEO remuneration principles are intended to: - contribute to the sustainable alignment between shareholders and the The remuneration of non-executive Directors is set in such a way as to CEO, strengthening investment in GBL shares; attract and retain quality members able to contribute to the Company’s development. - link the CEO’s long-term remuneration to the Company’s long-term (stock market) performance, by submitting the granting of options to a The fixed annual remuneration in cash of non-executive Directors is as TSR condition; follows: - e nsure consistency between the remuneration of the CEO and the remuneration of staff teams in order to attract, retain and motivate the In EUR Per meeting Member Chairman best talent in a business sector that relies on the value of teams and in which competition is fierce. Board of Directors 3,000 27,500 150,000 Standing Committee 3,000 15,000 15,000 The CEO’s remuneration is revised every three years (next review in 2022) Other Committees 3,000 12,500 12,500 to bring it into line with market practices. The work of the Nomination, Remuneration and Governance Committee is based on the use of an external consultant, in-depth benchmarks and dialogue with the CEO.

STRUCTURE OF THE CEO’S REMUNERATION

Remuneration

1. Fixed Base salary The fixed annual remuneration of the CEO is mainly paid by GBL and partly paid by certain portfolio companies of which he is a Director. Given the various tax regimes applicable to those fees, the fixed annual remuneration is defined net and totals EUR 960,000.

Pension The CEO benefits from a defined-contribution pension plan, into which 21% of his fixed annual net remuneration is paid by GBL on a yearly basis, a and other disability and life insurance plan, Directors’ and Officers’ (D&O) liability insurance and a company car. benefits

2. Variable The CEO does not receive variable annual remuneration in cash. GBL is a holding company whose performance is assessed over the medium to long-term. in cash

3. Stock The CEO benefits from a stock option plan relating to a GBL subsidiary, invested primarily in GBL shares and secondly in shares of a portfolio company. options These shares are acquired through equity and bank financing. The debt of this subsidiary is guaranteed by GBL. The interest is financed by the dividends received. The value of the shares underlying the options represents 20% of the value of the assets. The underlying value of the assets of the subsidiary whose options are granted to the CEO represents 225% of his fixed gross basic remuneration (itself defined as two times the fixed net remuneration). Options are exercisable from the 3rd anniversary of the grant, for a period of seven years, provided that the TSR is at least 5% per year on average over the period elapsed since the grant of the options. Thereafter, this condition must be met monthly, with the TSR covering the period elapsed since the grant. This performance condition reflects the total return for shareholders, calculated on the basis of the variation in the stock market price over the period in question, taking account of the gross dividend(s) paid during this period and reinvested in securities at the time of their collection. This therefore means linking the CEO’s long-term remuneration to the Company’s (stock market) performance. The Nomination, Remuneration and Governance Committee is responsible for verifying whether the performance condition has been met.

4. Rights of recovery The Board of Directors may decide to remove, in full or in part, and/or modify the conditions of options granted to the CEO that are not yet exercisable if the CEO, in connection with his duties within the Company, has caused a loss that is extremely detrimental to the Company.

5. Contract and severance pay In the context of an open-ended service contract, the CEO may claim compensation equivalent to eighteen months of fixed remuneration if he is removed from office without serious grounds. The amount of this compensation was set on the recommendation of the Nomination, Remuneration and Governance Committee.

6. Minimum holding The CEO must hold GBL shares for an amount equivalent to one year’s fixed gross basic remuneration (itself defined as two times the fixed net threshold of GBL shares remuneration). It is specified that he has twelve months from January 1, 2020 in which to build up this position, and that he must keep these shares for at least six months after the end of his contract with the Company if he decides to leave the group voluntarily. The equivalence between the value of the position in shares and the value of the remuneration in question is verified in May each year.

236 GBL – Annual Report 2020 Following the entry into force of the 2020 Code, non-executive Directors Stock options granted in 2020 also receive fixed annual remuneration in Company shares (350 shares). In accordance with the remuneration policy referred to in section 3.1.1. Non-executive Directors must retain these shares for at least three years above, the CEO has received the following stock options: after each grant. The shareholding structure and composition of the Board of Directors explain the term of retention of shares granted in this way to non-executive Directors, which derogates from the 2020 Code. In June 2020 addition, as stipulated in the Charter (Chapter III. A.2.), all non-executive Number of options granted 86,400 Directors must, at all times, own at least 100 Company shares. Book value of the grant as at Non-executive Directors benefit from Directors’ and Officers’ (D&O) December 31, 2020 EUR 8.10 liability insurance and a contractual allowance from the Company for the Decision Board of Directors meeting of March 11, 2020 Ordinary General Meeting of April 28, 2020 mandates they exercise on the governance bodies of companies in the GBL portfolio. Stock option characteristics Stock options in a GBL subsidiary 3.2. Remuneration report Exercise price EUR 10 Vesting date 06/12/2023 This remuneration report shall be submitted for approval at the Ordinary Expiry date 12/06/2030 (duration of the plan: 10 years) General Meeting on April 27, 2021. It concerns the 2020 financial year. Exercise period At any time from 06/12/2023 Subject to the provisions of point 3.2.1. below, remuneration for the 2020 until 06/11/2030 (inclusive) financial year is in line with the remuneration policy that applied to this Performance condition Options are exercisable from the financial year. third anniversary of the grant date, provided that the TSR is at least 5% per year Where necessary, the remuneration policy, which is set out in section 3.1. on average over the period elapsed since above, is incorporated into this remuneration report. the grant of the options. Thereafter, this condition must be met monthly, with the TSR 3.2.1. CEO covering the period elapsed since the grant. The remuneration paid to the CEO in 2020 is set out below. As an exception to the remuneration policy referred to in section 3.1.1. SUMMARY above and with a view to linking the CEO to the success of the company in the context of the COVID-19 pandemic, the Board of Directors has also Amounts paid in 2020 granted him the stock options listed below, the exercise of which is subject, in particular, to the approval of the Ordinary General Meeting (1) Status Self-employed of April 27, 2021: Fixed remuneration (net) EUR 960,000 (2) Fixed remuneration (gross) (2) EUR 1,748,921 December 2020 Pension (defined contribution type) and life insurance EUR 241,023 Other benefits Number of options granted 86,400 Benefits in kind relating to the use of a company car, driver, mobile phone, Book value of the grant as at computer EUR 18,496 December 31, 2020 EUR 3.07 Insurance (hospitalisation, health and disability) EUR 70,161 Decision Board of Directors meeting of July 30, 2020 (1) A self-employed person carries out a gainful professional activity without being tied to an employer Ordinary General Meeting of April 27, 2021 through an employment contract Stock option characteristics Stock options (2) This figure includes Director’s fees collected through attendance in a GBL subsidiary MINIMUM HOLDING THRESHOLD OF GBL SHARES Exercise price EUR 10 As at December 31, 2020, Ian Gallienne held 30,000 GBL shares, which Vesting date 12/15/2023 represents 129% of one year’s fixed gross remuneration. Expiry date 12/15/2030 (duration of the plan: 10 years) Exercise period At any time from 12/15/2023 STOCK OPTIONS until 12/14/2030 (inclusive) Stock options exercised in 2020 Performance condition Options are exercisable as from the The CEO did not exercise any stock options in 2020, as the conditions of third anniversary of the grant date, provided that the TSR is at least 5% per year exercise were not met. on average over the period elapsed since the grant of the options. Thereafter, this Furthermore, no option held by the CEO expired during the 2020 condition must be met monthly, with the TSR financial year. covering the period elapsed since the grant

SUMMARY OF STOCK OPTIONS HELD BY THE CEO

Maximum value of the assets of the Exercise or sale period (sub-)subsidiary whose options are granted to the CEO

from 05/08/2020 to 2017 EUR 3.87 million 05/07/2027 (inclusive) from 05/07/2021 to 2018 EUR 3.87 million 05/06/2028 (inclusive) from 05/10/2022 to 2019 EUR 3.87 million 05/09/2029 (inclusive) from 06/12/2023 to 2020 EUR 4.32 million 06/11/2030 (inclusive) from 12/15/2023 to 2020 EUR 4.32 million 12/14/2030 (inclusive)

GBL – Annual Report 2020 237 3.2.2. Non-executive Directors REMUNERATION AND ATTENDANCE FEES In 2020, an aggregate amount of EUR 1,564,167 was divided between the non-executive Directors as follows:

In EUR Board Member Member of the Member of the Member GBL total Other (1) Total Standing Audit Committee of the Nomination, Committee Remuneration and Governance Committee

Antoinette d'Aspremont Lynden 48,500 0 40,000 (2) 0 88,500 0 88,500 Laurence Danon Arnaud 45,500 0 0 21,500 67,000 0 67,000 Victor Delloye 48,500 33,000 0 0 81,500 160,000 (5) 241,500 Paul Desmarais, Jr. 198,500 (3) 33,000 0 0 231,500 299,697 (6) 531,197 Paul Desmarais III 45,500 33,000 0 0 78,500 80,753 (7) 159,253 Gérald Frère 45,500 48,000 (2) 0 0 93,500 23,514 (8) 117,014 Cedric Frère 48,500 33,000 0 0 81,500 31,250 (9) 112,750 Ségolène Gallienne 48,500 33,000 0 0 81,500 0 81,500 Claude Généreux 42,500 27,000 0 0 69,500 0 69,500 Gérard Lamarche 48,500 30,000 0 0 78,500 615,500 (10) 694,000 Xavier Le Clef 48,500 33,000 27,500 21,500 130,500 0 130,500 Jocelyn Lefebvre 48,500 33,000 27,500 0 109,000 0 109,000 Marie Polet 48,500 0 27,500 18,500 94,500 0 94,500 Thierry de Rudder (4) 12,167 8,000 0 0 20,167 32,860 (11) 53,027 Amaury de Sèze 45,500 33,000 0 34,000 (2) 112,500 31,250 (12) 143,750 Agnes Touraine 48,500 0 0 21,500 70,000 0 70,000 Martine Verluyten 48,500 0 27,500 0 76,000 0 76,000 920,167 377,000 150,000 117,000 1,564,167 1,274,824 2,838,991

(1) Other remuneration in cash or in kind attached to the offices held within the group (8) Benefit in kind relating to a company car (2) Chairman of a Committee (two times the fixed fees of a Member) (9) Fees received by the Director in respect of their position at Sienna Capital (3) Chairman of the Board (EUR 150,000) (10) Fees received by the Director in respect of their position at LafargeHolcim, SGS, Total, (4) Up to the General Meeting of April 28, 2020 Umicore and their duties within GBL (5) Fees received by the Director for an office held within a wholly-owned subsidiary of the group (11) Of which EUR 31,250 in fees received by the Director for their position at Sienna Capital (6) Fees received by the Director in respect of their positions at LafargeHolcim and SGS and EUR 1,517 in benefits in kind related to health insurance (7) Fees received by the Director in respect of their position at Imerys (12) Fees received by the Director in respect of their position at Sienna Capital

GBL SHARES 3.2.3. Remuneration ratio On May 18, 2020, each non-executive Director was allocated 350 GBL This presentation is intended to comply with the new transparency shares (EUR 67.38 per share - closing price on May 15, 2020), in requirements in terms of executive remuneration. It may change accordance with the remuneration policy referred to in section 3.1. above. according to possible clarifications and subsequent official positions for issuers. MISCELLANEOUS No loan agreement with the Company or any of its subsidiaries has been CHANGES IN THE COMPANY’S REMUNERATION AND PERFORMANCE entered into by a non-executive Director. The following table details annual changes, over the last five financial Furthermore, Gérard Lamarche became Senior Advisor after the 2019 years, in the Company’s performance, the remuneration of non-executive General Meeting under a contract which includes the following main Directors and the CEO, and the average remuneration on a full-time conditions: equivalent basis of the Company’s employees. - G érard Lamarche represents GBL on the Boards of some of its holdings The scope includes Groupe Bruxelles Lambert, a listed company, and its and may be given ad hoc advisory assignments by GBL; wholly-owned subsidiaries, with the exception of other subsidiaries of the - these provisions took effect after the General Meeting of April 23, 2019 Company that are not integrated into the group’s remuneration policy. and are contractually agreed for a period of two years, renewable For non-executive Directors, the criterion for a financial year is the sum of automatically for a further two-year period unless one of the parties the fixed remuneration and attendance fees paid by GBL, divided by the gives notice; number of offices and rescaled on the assumption of 20 annual meetings - Gérard Lamarche has signed a non-compete clause; to obtain a useful comparison (i.e. by dividing by the number of meetings - f or all these offices and assignments, Gérard Lamarche receives annual of the Board of Directors and Committees for the year and then gross remuneration of EUR 700,000 (including remuneration and multiplying by 20). The ‘number of offices’ is defined as the number of attendance fees received from holdings and from GBL). offices within the Company’s Board of Directors and specialized Committees. This contract shall terminate after the Ordinary General Meeting of April 27, 2021.

238 GBL – Annual Report 2020 The remuneration of the CEO and employees corresponds to the total of 4. Auditing of the financial statements the fixed and variable gross remuneration allocated for the financial year, excluding options granted during the financial year, taking into account The Ordinary General Meeting of April 23, 2019 appointed: the tax aspect. Deloitte Réviseurs d’Entreprises Finally, the performance criterion is the comparison between (i) GBL’s SCRL TSR and (ii) the Stoxx Europe 50 TSR. In both cases, this is over a Gateway building 5-year period, with dividends reinvested, annualised and calculated Luchthaven Nationaal 1 J on 31 December each year. 1930 Zaventem represented by Corine Magnin, as Statutory Auditor for a period of three 2016 2017 2018 2019 2020 years, and set its fees for this audit assignment at EUR 76,500, exclusive of VAT. GBL 5 Year TSR 13.69% 12.57% 6.34% 9.61% 4.67% In the performance of its duties, the Statutory Auditor maintains close Stoxx Europe 50 5 Year TSR 9.36% 8.59% 2.98% 6.72% 4.04% relations with the CEO and has free access to the Board of Directors via Performance ratio 4.33% 3.98% 3.36% 2.89% 0.63% the Audit Committee. Furthermore, it may address the Chairman of the Audit Committee and the Chairman of the Board of Directors directly and 2016 2017 2018 2019 2020 with no restrictions.

Non-executive Directors 3.22% - 0.62% - 6.42% - 0.81% - 6.14% At group level (GBL and its wholly-owned subsidiaries, identified under CEO 39.74% - 9.71% 0.32% - 9.44% 4.58% the heading ‘Holding’ in note 1, page 162) the total fees paid to Deloitte Employees - 15.00% 6.00% 0.00% 11.00% 15.00% for its audit of the 2020 financial statements amount to EUR 6,148,486. Performance ratio 4.33% 3.98% 3.36% 2.89% 0.63% Details regarding the fees paid to Deloitte can be found in note 34, page 204. RATIO BETWEEN HIGHEST AND LOWEST REMUNERATION In 2020, the ratio of the lowest remuneration (expressed on a full-time The external rotation rules that came into force in 2017 and the equivalent basis of employees) to that of the CEO was 1/46.27. September 2018 interpretation of the Conseil Supérieur des Professions économiques require the Company’s Statutory Auditor to resign at the The scope is the same as that for the ratio above. end of the 2021 Ordinary General Meeting (and therefore after two years of office). This Belgium-specific interpretation is based on Article 41 of the European Regulation on Public Interest Entities, which states that “as of June 17, 2020, a public interest entity may not accept or renew an audit assignment with a given statutory auditor or audit firm if this statutory auditor or audit firm has, as at June 16, 2014, provided audit services to this entity in the public interest for twenty consecutive years or more”. The Ordinary General Meeting of April 27, 2021 shall therefore be invited to approve the appointment of PwC, represented by Alexis Van Bavel, as Statutory Auditor of GBL for a period of three years and for a remuneration of EUR 91,000 per year, excluding VAT.

GBL – Annual Report 2020 239 5. Staff and organisation 5.1. Management

Ian Gallienne See biography page 223.

Colin Hall Born on November 18, 1970, of US nationality. Colin Hall has an MBA from the Stanford University Graduate School of Business. He began his career in 1995 as a financial analyst at Morgan Stanley in private equity in New York. In 1997 he joined the Rhône Capital group, a private equity fund, where he held several positions over 10 years, in New York and then London. In 2009, he co- founded a hedge fund sponsored by Tiger Management (New York), where he worked until 2011. In 2012 he became CEO of Sienna Capital, a wholly-owned subsidiary of GBL grouping together its alternative in- vestments (private equity, debt funds and funds with specific themes). He has served as Vice-Chairman of the Board of Directors since 2020. He has been Head of Investments of GBL since 2016. Priscilla Maters Xavier Likin Born on April 26, 1978, of Belgian nationality. Born on June 24, 1968, of Belgian nationality. Priscilla Maters has law degrees from the Université Xavier Likin is a commercial engineer and has Libre de Bruxelles and the London School of certificates in taxation from the Solvay Brussels School Economics (LLM). of Economics and Management (ULB). She began her career in 2001 with law firms in He began his career in Central Africa in the car Brussels and London (including Linklaters), where distribution sector, where he held a number of she specialised in mergers and acquisitions, capital administrative and financial positions at MIC. He joined markets, financing and business law. PwC in 1997, where he became a senior manager and was appointed as a Statutory Auditor (CPA) by the She joined GBL in 2012 and currently holds the Institut des Réviseurs d’Entreprises. positions of Chief Legal Officer and General Secretary. She has also been Compliance Officer In 2007, he joined Ergon Capital Partners as Chief since January 1, 2021. Financial Officer. Then, in June 2012, he was appointed Group Controller at GBL. He has been Chief Financial Officer there since August 1, 2017.

240 GBL – Annual Report 2020 5.2. Organisation

Investments FROM LEFT TO RIGHT AND FROM TOP TO BOTTOM Justine Vernack, François Perrin, Michael Bredael (1), Nicolas Gheysens, Colin Hall, Laurent Raets, Simon Zenner, Jonathan Rubinstein, Nicolas Van Paesschen, Rein Dirkx, Martin Doyen.

OTHER EMPLOYEES Dominique Stroeykens, Audrey Libotte.

(1) Representative of 5M Advisory SRL

GBL – Annual Report 2020 241 Finances FROM LEFT TO RIGHT AND FROM TOP TO BOTTOM Anne-Claire Jedrzejczak, Sophie Gallaire, Philippe Tacquenier, Pascal Reynaerts, Serge Saussoy, Xavier Likin, Céline Loi, Geoffroy Hallard, Illiass Albukili, Guglielmo Scodrani, Céline Donnet. OTHER EMPLOYEES Philippe Debelle, Noëline Dumbi, Bénédicte Gervy, Philippe Lorette, Lydia Papaioannou, Viviane Veevaete.

Legal and administrative affairs FROM LEFT TO RIGHT Pierre-Guillaume le Hodey, Priscilla Maters, Yves Croonenberghs.

OTHER EMPLOYEES Carine Dumasy, José De La Orden, Sara Taghzout, Aymeric de Talhouët, Eddy Vanhollebeke, Serge Walschaerts. ASSISTANTS TO THE CEO Valérie Huyghe, Christelle Iurman.

242 GBL – Annual Report 2020 6. Risk management and internal control 6.1.4. Conduct - Ethics GBL has adopted a Corporate Governance Charter and Code of Conduct GBL’s Board of Directors is responsible for assessing the risks inherent that are regularly updated and aim to ensure that the conduct of the to the GBL group and the effectiveness of the internal control system. Directors and the group’s staff in the performance of their duties is With regard to risk management and internal control, the Belgian honest, ethical and complies with laws, regulations and principles of legislative framework consists of the law of December 17, 2008 good governance. (transposition of European Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts) and the law 6.1.5. Appropriate measures to ensure adequate skills of April 6, 2010 (the so-called ‘Corporate Governance’ Law). The The Nomination, Remuneration and Governance Committee reviews 2020 Code also includes provisions on this subject. Likewise, candidacies and seeks to ensure that a satisfactory balance is maintained IFRS 7 defines additional requirements for the management of risks within the Board of Directors in terms of its members’ skills, knowledge related to financial instruments. In 2006, GBL formalised its internal and experience, particularly in the fields of finance, accounting and control and risk management system based on the COSO model (1). investment. On a regular basis, at intervals of no more than three years, the Board of Directors conducts assessments of itself and its Committees The COSO methodology is organised around five strands: the control to assess size, composition and performance. At the same time, it also environment, risk assessment, control activities, information and examines interaction between non-executive Directors and the CEO. communication, and supervision and monitoring. Furthermore, the skills of GBL staff are ensured through 6.1. Control environment a recruitment process tailored to the profiles sought, appropriate 6.1.1. Objective of the Company training and a remuneration and assessment policy based on the GBL’s primary objective is to create value for its shareholders in the long achievement of targets. term. GBL strives to develop a quality portfolio focused on a targeted 6.2. Risk analysis number of industry-leading companies, with whom it acts as an engaged and responsible shareholder contributing to long-term value creation. GBL has formalised its risk analysis and assessment process since 2006. The portfolio is intended to evolve over time while remaining balanced A thorough exercise for the identification and ranking of risks faced by in terms of sector and geographic diversification. GBL is carried out every three years. GBL invests and divests depending on companies’ development and The risks identified during the last assessment carried out in 2018 are market opportunities in order to achieve its value creation objective, presented on pages 125 to 129. while maintaining a solid financial structure. Furthermore, the risks and their level of control are reviewed annually, The internal control in effect at GBL helps safeguard assets, and based on changes to the portfolio, economic parameters and the control contributes to their oversight and optimisation. It aims to provide environment. reasonable assurance in relation to achieving the objectives of compliance with the laws and regulations in force and the reliability The Audit Committee reviews the risk analysis and assessment carried of accounting and financial information. Like any control system, out by Management, and verifies the operational effectiveness of internal it can provide only reasonable assurance that the risks control systems. When necessary, it ensures that the CEO implements a of errors or fraud are totally managed or eliminated. corrective action plan.

6.1.2. Role of management bodies The current level of control of these risks (see “Control activities” below) appears sufficient and no additional measures are required to be GBL has a Board of Directors, a Standing Committee, an Nomination, implemented. Remuneration and Governance Committee and an Audit Committee. Their respective functioning is described on page 220 and pages 233 to 6.3. Control activities 235. The Audit Committee is responsible for checking the effectiveness of Control activities encompass all measures taken by GBL to ensure that the company’s internal control and risk management systems. It monitors the key risks identified are appropriately controlled. the proper application of a whistle-blowing procedure. The majority of its members, all of whom are appointed by the Board, are independent Risk prioritisation has been carried out based on impact (financial, Directors. The Chairman of the Audit Committee is appointed by the reputational, legal and operational) and occurrence criteria. members of the Committee and may not be the Chairman of the Board of This analysis revealed that GBL is exposed both to: Directors. - exogenous risks, the materialisation of which depends on factors outside 6.1.3. Risk culture its control. However, the group aims to limit their impact; GBL aims to invest in companies that offer potential for value creation - endogenous risks that arise from its own environment. in the long term. New opportunities and portfolio management are continuously monitored at the highest level (see “Portfolio risk”, on Specific risks related to its holdings are identified and addressed by the page 125). The divestment policy (as set out on page 37 of the “Portfolio companies themselves within the framework of their own risk management strategy” section) aims to dispose of investments that no management and internal control. The table on page 123 includes links to longer meet the group’s investment criteria. websites containing the work carried out by these companies on risk identification and internal control.

(1) The COSO (Committee of Sponsoring Organisations of the Treadway Commission) is a recognised private, international, non-governmental organisation active in the areas of governance, internal control, risk management and financial reporting

GBL – Annual Report 2020 243 6.4. Information and communication 7.1. B oard of Directors by written resolution dated GBL has developed a standardised information flow process in order to February 10, 2020 communicate reliable financial information to shareholders in a timely “Sagard recently informed GBL of the need to launch the Sagard 4 fund more manner. GBL has been applying IFRS requirements since 2000. quickly than anticipated and at least before the next GBL Board of Directors Its assessment rules and accounting principles are published every year meeting on 11 March. It therefore seems necessary to use the circular resolution in its annual report. Standardised financial reporting is used both procedure again for the decision on the investment even in Sagard 4 and upstream and downstream within the GBL Group in order to ensure Sagard NewGen funds. the consistency of data and to detect potential anomalies. In this context, please find enclosed the following documents: A financial calendar for this reporting is drawn up every year in - a presentation on the Sagard 4 and Sagard NewGen funds prepared by the consultation with the controlling shareholder, the subsidiaries and the Sagard teams; associated companies based on the publication dates. - a presentation by Sienna Capital summarising the main conditions offered The Investor Relations department ensures that significant transactions to GBL for its investment in Sagard 4 and Sagard NewGen; and important changes within the group are communicated in an - the opinion of the Committee of Independent Directors; and appropriate and timely manner. - the opinion delivered by BNP Paribas as an independent expert. 6.5. Supervision and monitoring It should be noted that GBL’s holding in the Sagard 4 and Sagard NewGen funds Supervision is exercised by the Board of Directors through the Audit requires compliance with the related party transaction procedure as provided for Committee. Given the structure and nature of GBL’s activities, and as in Article 7:97 of the Code on companies and associations. The Committee of an exception to Article 4.14 of the 2020 Code, there is no internal auditor Independent Directors, made up of Antoinette d ‘Aspremont Lynden, Marie Polet role. This situation is assessed on a yearly basis and has so far been and Agnès Touraine, has enlisted the services of BNP Paribas as an independent deemed appropriate. expert (“BNP Paribas”). BNP Paribas has concluded that: The Statutory Auditor (Deloitte Réviseurs d’Entreprises) also caries out “In conclusion, our analysis finds that the subscription envisaged by GBL for a review on a yearly basis of the internal control covering the risks related EUR 150 million in the Sagard IV Europe fund and EUR 50 million in the to GBL’s financial statements. This internal control review forms part of Sagard NewGen fund does not invite any specific comment in financial terms and its duties to certify the compliance of GBL’s statutory and consolidated in view of GBL’s strategy to develop Sienna Capital, and is therefore not likely to accounts with the audit standards applicable in Belgium. More specifically, cause any manifestly excessive loss or damage to GBL.” on the basis of a triennial rotation plan, the Statutory Auditor tests the Based on its work and the opinion of BNP Paribas, the Committee of Independent operational effectiveness of the internal control of risks deemed critical Directors concluded that: in relation to the financial statements. Its work consists of discussions with members of the organisation while testing a given number of “Based on their work, the Independent Directors estimate that the subscription transactions. commitment of EUR 150 million in Sagard 4 and EUR 50 million in Sagard NewGen shall not cause any manifestly excessive damage in light of GBL’s policy, The conclusions of this work are presented in a report submitted to GBL or any loss to GBL.” and do not reveal any major deficiencies in its internal control. You are now asked to decide on the subscription commitment to be made by GBL, This report is sent to Members of the Audit Committee. via its wholly-owned subsidiary Sienna Capital, in the amount of (1) EUR 150 million in Sagard 4 and (2) EUR 50 million in Sagard NewGen. 7. Policy on conflicts of interest Please note that Paul Desmarais III and Jocelyn Lefebvre have declared that, from Chapter III, point A. 4.2.2. of the Charter describes the Company’s policy now on, there is a conflict of interest on their part due to their position at Sagard on transactions or other contractual relations between the Company, and their direct and indirect financial interest in this investment proposal. including affiliated companies, and Directors, in cases where these Article 7:96 of the Code on companies and associations therefore applies and GBL’s transactions or other contractual relations are not covered by legal Statutory Auditor has been informed in advance of this situation. provisions on conflicts of interest. It also provides for the application of the specific procedures laid down in Articles 7:96 and 7:97 of the Code If the investment proposal meets with your approval, I would be grateful if you on companies and associations. could return to me as soon as possible a copy of this letter, duly signed for approval and dated. It shall be deemed unanimously approved when all Directors, with the Conflict of interest situations, as defined by Articles 7:96 and 7:97 of the exception of those mentioned above due to a conflict of interest, have approved it Code on companies and associations, were brought to the attention of the in writing.” Board of Directors at meetings in 2020 and were addressed in accordance with the procedures provided for in these articles. As can be seen from 7.2. Board of Directors meeting of March 11, 2020 the extracts below, some Directors, to whom the legal conflict of interest “… Remuneration of the CEO rules were nevertheless not applicable, abstained in accordance with the policy set out in the Charter. This decision requires the application of the procedure provided for in Article 7:96 of the Code on companies and associations. Ian Gallienne left the meeting as he The Statutory Auditor was informed of these situations and an extract had a conflict of interest. The Management team also left. from the minutes relating to these resolutions is included in its entirety below: Gérald Frère, Cedric Frère and Ségolène Gallienne did not wish to take part in the vote for professional ethics reasons, due to their family ties with Ian Gallienne. It was also proposed that, in 2020, Ian Gallienne would be granted long-term remuneration for his role as CEO of GBL similar to that of last year, and therefore to set it at 225% of the annual gross basic remuneration, equivalent to twice the annual fixed net remuneration. The amount of the value of the shares underlying the options to be granted in 2020 is EUR 4.32 million, or 86,400 options.

244 GBL – Annual Report 2020 The options shall have exactly the same characteristics as those granted in 2019. The options shall have exactly the same characteristics as those granted in Therefore, they may only be exercised three years after the grant, within the May 2020. Therefore, they may only be exercised three years after the grant, windows provided for by the plan, and provided that on that date, the three-year within the windows provided for by the plan, and provided that on that date, the TSR is at least 5% per year on average. This condition must also be met each three-year TSR is at least 5% per year on average. Thereafter, this condition must subsequent year on the anniversary date to enable the exercising of options during be met monthly, with the TSR covering the period elapsed since the grant. the twelve months that follow, with the TSR in each case covering the period Regarding staff and subject to approval by the Board, the Committee was elapsed since the grant of the options. informed of the CEO’s decision to grant options on December 15, 2020 with an As regards the 2020 employee option plan, the Committee had been informed underlying maximum value of the assets of the subsidiary to which the options of the CEO’s decision to grant to the GBL group’s staff in 2020 options with an shall relate of EUR 14.2 million. underlying maximum value of the assets of the subsidiary to which the options The plan for employees and the CEO, as in June 2020, shall take the form of an shall relate of EUR 13.107 million. annual stock option plan on existing shares in a GBL subsidiary, holding mainly The plan for employees and the CEO, as in 2019, takes the form of an annual GBL shares to be financed through equity and bank financing, guaranteed by stock option plan on existing shares in a GBL subsidiary, holding mainly GBL GBL at the market rate. shares to be financed through equity and bank financing, guaranteed by GBL In this context, the Board was asked to authorise the CEO, with right of at the market rate. substitution, to implement the profit-sharing plan and in particular to: In the context of this guarantee, the Board was asked to read the report to be - set up GBL’s subsidiary (FINPAR VI); drawn up in accordance with Article 7:227 of the Code on companies and - negotiate the credit agreement with a financial institution and the pledge and associations, and to authorise the CEO with right of substitution to implement guarantee agreements for a maximum amount of EUR 15.0 million; the profit-sharing plan and in particular to: - organise management of the option plan, including option liquidity; - set up GBL’s subsidiary (FINPAR V); - complete and fulfil, within this framework and on behalf of GBL, all other - negotiate the credit agreement with a financial institution and the pledge formalities required by the profit-sharing plan. and guarantee agreements for a maximum amount of EUR 14.0 million; The Board approves the recommendations of the Nomination, Remuneration and - organise management of the option plan, including option liquidity; Governance Committee referred to above and underlines that the consequences of - complete and fulfil, within this framework and on behalf of GBL, all other this plan and its terms are minor for the company.” formalities required by the profit-sharing plan. GBL’s guarantee to grant credit of a maximum amount of EUR 14.0 million shall 8. Policy relating to transactions in be subject to the approval of the Ordinary General Meeting of April 28, 2020. GBL securities The Board approves the recommendations of the Nomination, Remuneration and The rules relating to transactions in GBL securities are contained in the Governance Committee referred to above and underlines that the consequences of “Dealing Code”, which can be found in Appendix 2 to the Charter. The this plan and its terms are minor for the company.” Dealing Code lays down the Company’s internal policy on the prevention of market abuse. More specifically, it establishes the rules designed to 7.3. Board of Directors meeting of July 31, 2020 prevent the illegal use of inside information by Directors and employees “Amaury de Seze stated that at its meeting on June 19, 2020, the Nomination, of the Company and the GBL group. Under these rules, it defines the Remuneration and Governance Committee noted the efforts made by the GBL windows during which these people are prohibited from buying or selling, team in recent weeks and the need for the company to offer a remuneration system or attempting to buy or sell, GBL securities on their own behalf or that of ensuring sufficient retention and motivation of the teams. He therefore questioned a third party, either directly or indirectly (“closed periods”). the possible scenarios around the right balance to be found to motivate A calendar of the closed periods, as defined in the Charter, is also beneficiaries for the coming years, while reflecting the impact of Covid and in line provided to the CEO, other Directors and members of staff. with the market context and legal constraints. In addition, the Directors and other potential insiders, whose names are In this context, the Committee recommends the following measures to the Board: included on a list kept by the Company, must inform the General - a change in the frequency of review of the TSR condition in LTI plans granted Secretary before carrying out any transaction in GBL securities. from 2020 onwards: monthly review after the vesting period of 3 years instead of a current annual review; and Finally, GBL Directors and persons closely connected to them are also legally obliged to notify the Belgian Financial Services and Markets - a year-end grant of an additional LTI which shall have the same characteristics Authority (FSMA) of any transactions in GBL securities performed as the plan approved by the Board last March. It is specified that for the CEO, on their own behalf. the exercise of these options (after the vesting period of 3 years) shall be subject to the approval of the 2021 Meeting. The General Secretary ensures the application of all legal measures relating to market abuse and measures laid down by the Charter. He is These decisions require the application of the procedure provided for in Article 7:96 available to provide members of the Board of Directors and staff with of the Code on companies and associations. Ian Gallienne left the meeting as he any information on this subject. had a conflict of interest. The Management team also left. Gérald Frère, Cedric Frère and Ségolène Gallienne did not wish to take part in the vote for professional ethics reasons, due to their family ties with Ian Gallienne. Amaury de Seze stated that, with regard to the additional LTI, on December 15, 2020, a proposal was made to grant Ian Gallienne, for his role as CEO of GBL, similar long-term remuneration set at 225% of the fixed annual gross basic remuneration, equivalent to twice the fixed annual net remuneration. The amount of the value of the shares underlying the options to be granted at the end of 2020 is EUR 4.32 million, or 86,400 options.

GBL – Annual Report 2020 245 9. Shareholders 9.3. Information on shareholding structure 9.1. Compliance with the provisions of the 2020 Code 9.3.1. Notification in accordance with legislation on takeover bids concerning shareholders On February 21, 2008, the Company received a notification from its controlling shareholders concerning their holding in GBL as at The Company complies with all of the provisions of the 2020 Code September 1, 2007. concerning shareholders. This notification was sent in accordance with Article 74 § 7 of the law of Accordingly, one or more shareholders who collectively own at least 3% April 1, 2007 on takeover bids. Under this law, shareholders who hold of the Company’s share capital may request the addition of an item to more than 30% of the capital of a listed company are exempted from the the agenda of the General Meeting, and may also submit proposals for obligation to launch a takeover bid on this company provided that they decisions concerning the items to be discussed or to be placed on the have notified the FSMA of their holding by the time of the law’s entry agenda. The threshold from which one or more shareholders may request into force (i.e. September 1, 2007) and the company concerned by the calling of a General Meeting is set at 10% of the share capital. February 21, 2008 at the latest. Furthermore, the Company publishes the results of votes and the Pursuant to this law, these shareholders are also obliged to report any minutes of the General Meeting on its website as soon as possible change in their controlling interest to the FSMA and to the company after the Meeting. concerned each year. They therefore sent GBL an update of the 9.2. Relations with the controlling shareholder controlling shareholding structure as at September 1, 2020, which is set out below: The shareholding of the Company is described in section 1.1.1. above. - Number and percentage of shares with voting rights held by the Following the success of the project to simplify the ownership structure declaring parties: by the Company’s controlling shareholder, the Frère and Power Corporation of Canada groups, through their vehicle of control Number of shares Parjointco S.A. and its subsidiary Parjointco Switzerland S.A.: Shareholders with voting rights %

- h ave gone from de jure control to de facto control over GBL due to the Gérald Frère 451,515 0.28 double voting right adopted at the 2020 General Meeting; and Ségolène Gallienne 5,350 0.00 - h old approximately 28.23% of GBL’s capital (43.23% of the voting rights) Financière de la Sambre S.A. 38,500 0.02 plus GBL’s self-control (5.4% as at December 31, 2020). Paul Desmarais, Jr. 350 0.00 Furthermore, by letter dated March 1, 2021, Parjointco S.A. confirmed to The Desmarais Family Residuary Trust 500 0.00 the Board of Directors its strategic objectives as controlling shareholder, Counsel Portfolio Services 1,360 0.00 in accordance with the 2020 Code. These objectives are: Pargesa Netherlands B.V. 47,625,828 29.52 - m aintain its stake in the Company in order to ensure joint control of the Groupe Bruxelles Lambert S.A. (1) 1,702,752 1.06 groups Power Corporation of Canada and Frère in the Company; (1) Sagerpar S.A. 5,169,209 3.20 - s upport GBL’s strategy of deploying capital in quality assets, leaders in GBL Verwaltung S.A. (1) 22,500 0.01 their sector, and generally promote long-term value creation in a LTI Two S.A. (1) 129,770 0.08 sustainable way; URDAC S.A. (1) 141,108 0.09 - encourage GBL to act as a professional, active and responsible investor. FINPAR II S.A. (1) 171,678 0.11 During its meeting on March 11, 2021, the Board of Directors assessed the FINPAR III S.A. (1) 161,956 0.10 need to enter into a relationship agreement between the Company and FINPAR IV S.A. (1) 154,568 0.10 Parjointco S.A. It has determined that such an agreement is not (1) FINPAR V S.A. 192,884 0.12 necessary, as the controlling shareholder has demonstrated, for many Total 55,969,828 34.69 years, that it has used its position judiciously by avoiding conflicts of interest and respecting the rights and interests of minority shareholders. (1) Shares with suspended voting rights

- Natural and/or legal person(s) ultimately controlling the declaring legal persons: The Desmarais Family Residuary Trust, Gérard Frère and Ségolène Gallienne, bound by a concerted action agreement.

246 GBL – Annual Report 2020 Chain of control as at August 31, 2020

The Desmarais Family Mr Gérald Frère and Residuary Trust (CDN) Mrs Ségolène Gallienne (1)

99.99% Stichting A.K. Frère-Bourgeois (NL) Pansolo Holding Inc. (CDN) 99.18% 15.24% of capital 50.88% of voting rights Frère-Bourgeois S.A. (B) (3) Power Corporation du Canada (CDN) 100% (8) 100%

35.94% 171263 42.77% Canada Inc. (CDN) Filux S.A. (L)

64.06% 55.06%

IGM Financial Inc. Power Financial Financière (4) (CND) 62.08% Corporation (CDN) de la Sambre S.A. (B) 100% 100% 100% (2)

50.0% 50.0% Investment Planning Power Financial (5) Counsel Inc. (CND) Europe B.V. (NL) Parjointco N.V. (NL) Kermadec S.A. (L)

100% 100%

Counsel Portfolio Parjointco Switzerland S.A. (CH) Services Inc. (CND) 97.21% of capital 98.46% of voting rights

Pargesa Holding S.A. (CH) (6) 100% Pargesa Netherlands B.V. (NL)

0.0009%

0.01% 29.52% of capital 44.76% of voting rights 3.20%

100% 0.28% 100% Sagerpar (B) Brussels Securities (B) GBL (B) 0.02%

99.99% 0.04% LTI Two (B) 0.08% 1.06% 100% 99.99% 0.01% GBL Verwaltung (L) URDAC (B) 0.09%

3.45% 96.55% FINPAR II (B) 0.11%

4.40% 90.17% FINPAR III (B) (7) (1) In accordance with the articles of association of the Stichting 0.10% Administratiekantoor Frère-Bourgeois – Rotterdam – Netherlands (2) Mor e than 80% of the shares are held by Financière de la 5.57% 94.43% Sambre S.A., the remaining are held by other companies linked to the latter FINPAR IV (B) (3) R emaining Frère-Bourgeois S.A. shares held by persons linked 0.10% to Frère-Bourgeois S.A. (4) Se veral percentages – in total 2.17% - are held by companies linked to Financière de la Sambre S.A. 5.12% 94.88% (5) Joint control (6) 0.16% of the capital held by Pargesa Holding S.A. FINPAR V (B) (7) The emainingr capital of FINPAR III is held by a GBL’s 0.12% wholly-owned subsidiary (8) 100% less one share held by another company in the group

0.001% Unless otherwise stated, the % refer to the shareholding in capital

GBL – Annual Report 2020 247 9.3.2. Notification of major holdings in 2020 9.3.4. O rganisation chart relating to control of GBL as at In accordance with Belgian legal requirements on transparency, all GBL December 31, 2020 shareholders must make a disclosure whenever their voting rights either exceed or fall below the thresholds of 5%, 10%, 15% and all other multiples Gérald Frère and The Desmarais Family of 5% of the total voting rights. Ségolène Gallienne (1) Residuary Trust (2) GBL’s Articles of Association do not lay down a declaration threshold lower than 5% or 10%. Stichting A.K. Frère-Bourgeois (NL) The Extraordinary General Meeting of April 28, 2020 amended the Articles of Association to grant double voting rights for Company shares 50.0% 50.0% that have been registered for at least two years, without interruption, in Parjointco S.A. the name of the same shareholder in the register of registered shares (see Article 11 of the Articles of Association). 100%

GBL received the following transparency notifications in 2020: Parjointco - o n May 5, 2020, a transparency notification showing that as at Switzerland S.A. April 28, 2020, following the introduction of double voting rights in 28.23% GBL’s Articles of Association, Gérald Frère, Ségolène Gallienne, (43.23%) Stichting Administratiekantoor Frère-Bourgeois, The Desmarais Family Residuary Trust and Pargesa Netherlands now hold 69.20% of GBL’s 0.1% voting rights; - o n June 19, 2020, a notification from Gérald Frère, Ségolène Gallienne, 3.1% 0.1% Stichting Administratiekantoor Frère-Bourgeois, The Desmarais Family 0.1% Residuary Trust, Parjointco Switzerland S.A. and Pargesa Netherlands GBL (B) showing that they hold 53.90% of GBL ‘s voting rights as at June 16, 2020; 0.1% 1.6% - o n June 23, 2020, a transparency notice that as at June 16, 2020 First 0.1% Eagle Investment Management LLC holds 6.07% of GBL’s voting rights; 0.1% - o n July 7, 2020, a notification from Gérald Frère, Ségolène Gallienne, Stichting Administratiekantoor Frère-Bourgeois, The Desmarais Family 0.1% 100% Residuary Trust, Parjointco Switzerland S.A. and Pargesa Netherlands under which they hold 49.61% of GBL ‘s voting rights as at July 6, 2020; Brussels Securities - o n October 13, 2020, a transparency notification showing that, as at October 9, 2020 Gérald Frère, Ségolène Gallienne, Stichting Administratiekantoor Frère-Bourgeois, The Desmarais Family Residuary 100% Trust and Pargesa Netherlands hold 50% of GBL’s voting rights; - o n December 1, 2020, a notification from Gérald Frère, Sagerpar Ségolène Gallienne, Stichting Administratiekantoor Frère-Bourgeois, 100% The Desmarais Family Residuary Trust and Parjointco Switzerland S.A. showing that they hold 48.63% of GBL’s voting rights as at GBL Verwaltung November 30, 2020.

9.3.3. Shareholding structure as at December 31, 2020

Number % of voting rights Date of LTI Two of voting rights exceeding 100% the threshold URDAC Not Not 100% Attached linked Attached linked to to to to Shareholders securities securities securities securities FINPAR II 3.5% 96.5% Gérald Frère, Ségolène Gallienne, Stichting FINPAR III (3) Administratiekantoor 4.4% Frère-Bourgeois, 90.2% The Desmarais Family Residuary Trust and Parjointco November 30, FINPAR IV Switzerland S.A. 102,467,079 - 48.63% - 2020 5.6% 94.4% First Eagle Investment Management LLC 13,310,034 - 6.07% - June 16, 2020 5.1% FINPAR V 94.9%

FINPAR VI 5.0% 95.0%

( ) Voting rights (1) Under the Articles of Association of Stichting Administratiekantoor Frère-Bourgeois (Rotterdam – Netherlands), these two people exercise joint control over the voting rights linked to certified securities (2) T rustees of a trust set up on the death of Paul G. Desmarais, for the benefit of certain members of the Desmarais family (3) The balance of FINPAR III’s capital is held by a wholly-owned subsidiary of GBL

248 GBL – Annual Report 2020 10. Other information relating to the Company 10.9. Purpose The Company’s object is: 10.1. History and development - to carry out for itself or on behalf of third parties all real estate, The Company was founded as the result of the merger in April 2001 financial and portfolio management transactions; to this end, it may between GBL S.A. and Electrafina, in which GBL S.A. held a stake of more create companies or bodies, take stakes therein, carry out all than 80%. financing, consignment, loan, pledge or deposit transactions; Over the years, Electrafina became the “energy arm” of the group, - to carry out all studies and provide technical, legal, accounting, holding its interests in the oil and electricity industries. Later, it also financial, commercial, administrative or management assistance on invested in media. GBL S.A., on the other hand, held direct interests in behalf of companies or bodies in which it holds a direct or indirect fields such as financial services, real estate and trade. Over time, the interest, or on behalf of third parties; differences between the assets of the parent company and its subsidiary - t o insure for itself or on behalf of third parties any transport became less pronounced and all assets were brought together into a or transit companies. single entity. The Company may be interested by contribution or merger in any existing This merger also conformed to the group’s strategy of keeping its assets or future companies or bodies whose object is similar, analogous or internationally positioned in a portfolio in a context of concentration and related to its own or which would be of such a nature as to confer on it any increasing competition, which resulted in its divestment of the financial advantage in terms of achieving its object. services and the sale of interests that had become marginal. Since then, the group’s portfolio has been composed of companies with 10.10. Share capital an international footprint that are leaders in their market, and within 10.10.1. Issued capital which GBL can contribute to the creation of value in its role as an active As at December 31, 2020, the fully paid-up share capital amounts to professional investor. EUR 653,136,356.46. It is represented by 161,358,287 shares without par value. 10.2. Name Groupe Bruxelles Lambert Subject to the provisions of section 10.10.2, all shares, representing Groep Brussel Lambert capital, have the same rights. in abbreviated form “GBL” GBL has not issued any other class of shares, such as non-voting or The French and Dutch registered names may be used together or preferential shares. separately. In accordance with the law of December 14, 2005 on the elimination 10.3. Registered office of bearer shares, holders of bearer shares had to convert their 24, avenue Marnix - 1000 Brussels securities into registered or dematerialised shares by December 31, 2013 at the latest. Bearer shares that had not been converted into registered or The registered office may be transferred to any other address in Belgium dematerialised shares as at January 1, 2014 were automatically converted by decision of the Board of Directors. into dematerialised shares registered in a securities account in GBL’s na me. 10.4. Legal form, incorporation and statutory publications Since January 1, 2014, the exercising of bearer share rights has been The Company was incorporated on January 4, 1902 as a limited liability suspended in accordance with the law. company under Belgian law, by deed executed by Edouard Van Halteren, The law also provides that, as from January 1, 2015, issuers must put any Notary in Brussels, published in the Appendices to the Belgian Official unclaimed bearer shares up for sale on the stock market and announce Gazette of January 10, 1902, reference number 176. this mandatory sale in good time in line with the applicable regulations. The Articles of Association have been amended on a number of occasions, Once the unclaimed bearer shares have been sold, the net proceeds of most recently by a deed dated April 28, 2020 published in the this sale (in other words, the proceeds less any custodian costs) must be Appendices to the Belgian Official Gazette of May 25, 2020, reference transferred to the Caisse des Dépôts et Consignations within fifteen days. number 0059981, and June 30, 2020, reference number 0073407. In accordance with this obligation, two notices stating the maximum number of securities liable to be put up for sale and the depositing 10.5. Legislation governing its activities deadline and location for bearer shares were published by GBL and The Company is governed by existing and future laws and regulations Euronext on their websites. An initial notice was published on applicable to public limited companies and by its Articles of Association. December 5, 2014 and concerned 69,082 unclaimed bearer shares, 10.6. Register of Legal Entities while a second notice was published on October 2, 2015 relating to 32,656 bearer shares from share exchange reserves. These notices The Company is registered in the Register of Legal Entities (RPM) under were also published in the Belgian Official Gazette of December 11, 2014 the business number 0407.040.209. and October 6, 2015 respectively. Following the publication of these 10.7. Legal Entity Identifier notices, the shares in question were sold on the stock exchange on The Company’s Legal Entity Identifier is 549300KV0ZEHT2KVU152. January 21, 2015 (69,082 shares) and November 16, 2015 (32,656 shares). The proceeds from these sales were transferred on January 23, 2015 10.8. Term and November 18, 2015 to the Caisse des Dépôts et Consignations. The Company is incorporated for an unlimited period. Since December 31, 2015, the owners of these old bearer shares have been entitled to demand payment of the corresponding proceeds from the Caisse des Dépôts et Consignations, subject to these owners being able to provide proof of ownership. However, the law of December 14, 2005 provides that, as from January 1, 2016, such reimbursement shall be subject to a fine of 10% of the proceeds from the sale of the underlying bearer shares, calculated per year of delay that has commenced. GBL is therefore no longer involved in this process.

GBL – Annual Report 2020 249 10.10.2. Authorised capital 10.11. Voting rights The Extraordinary General Meeting of April 28, 2020 renewed, for a There are no statutory restrictions on the exercise of voting rights, period of five years, the authorisation given to the Board of Directors to: without prejudice to general rules on admission to the General Meeting. - increase the share capital, on one or more occasions, by up to Pursuant to Article 11 of the Articles of Association, double voting rights EUR 125 million; were granted to Company shares that have been registered for at least - decide to issue, on one or more occasions, convertible bonds or two years, without interruption, in the name of the same shareholder in bonds redeemable in shares, subscription rights or other financial the register of registered shares. instruments, whether or not they are attached to bonds or other As at December 31, 2020, the total number of voting securities and the securities, and that may in time give rise to capital increases of a total number of voting rights were split as follows: maximum amount such that the amount of the capital increases that may result from the exercise of these conversion or subscription rights, Total capital EUR 653,136,346.46 whether or not they are attached to such securities, does not exceed the Total number of securities conferring authorised amount remaining as defined by the above-mentioned limits. voting rights 161,358,287 Number of securities conferring double In both cases, the Board of Directors may, in the interests of the voting rights 49,371,501 Company, limit or cancel the preferential subscription rights of the Total number of voting rights existing shareholders according to the conditions provided for by law. (= denominator) 210,729,788 This authorisation, which was granted for the first time in 1987, was last renewed on April 28, 2020. It is valid for a five-year period This situation (the denominator) serves as the basis for the reporting of from May 25, 2020, i.e. until May 2025. the exceeding of thresholds by shareholders. As at December 31, 2020, the authorised capital amounts 10.12. Documents available to the public to EUR 125 million. 10.12.1. Shareholders’ access to information, website and email Based on this amount, a maximum of 30,881,431 new shares may address be created. GBL has set up a website to provide information to its shareholders (http://www.gbl.be). 10.10.3. Own shares The Extraordinary General Meeting of April 28, 2020 renewed the This site, which is updated regularly, contains the information authorisation given to the Company’s Board of Directors, for a period required under the Royal Decree of November 14, 2007 on the of five years, to buy a maximum of 32,271,657 of its own shares, in obligations of issuers of financial instruments admitted to trading accordance with the legal provisions. The unit price may not be more on a regulated market. than ten percent (10%) lower than the lowest price in the twelve (12) This information includes accounts, annual reports and all press releases months preceding the transaction, or more than ten percent (10%) issued by the Company, as well as any useful and necessary information higher than the highest of the last twenty (20) share prices preceding about General Meetings and shareholders’ attendance at such meetings, the transaction. including the conditions provided for by the Articles of Association for This authorisation also covers purchases by GBL’s direct and the calling of (Ordinary and Extraordinary) General Meetings. indirect subsidiaries. The results of votes, as well as the minutes of General Meetings, are also The same Extraordinary General Meeting also renewed the authorisation published on the website. of the Board of Directors to purchase and divest its own shares when such The Company’s email address, within the meaning of Article 2:31 of the a purchase or divestment is necessary to prevent serious and imminent Code on companies and associations, is [email protected]. harm to the Company. This authorisation is valid for three years from May 25, 2020, i.e. until June 2023. 10.12.2. Places where publicly accessible documents may be viewed The Company’s Consolidated Articles of Association may be viewed at the The Board of Directors may also sell its own shares on or off the stock Registry of the Brussels Commercial Court, at the Company’s registered market without the prior intervention of the General Meeting and office and on its website (http://www.gbl.be). without any time limits, under certain conditions. Annual accounts are filed with the National Bank of Belgium and may be The Company has entered into a liquidity agreement to improve the viewed on GBL’s website. Resolutions relating to the appointment and market liquidity of GBL shares. This agreement is performed on a removal of members of the Company’s executive bodies are published in discretionary basis by a third-party on behalf of GBL within the limits the Appendices to the Belgian Official Gazette. of the authorisation granted by the General Meeting of April 28, 2020, as well as in compliance with the applicable laws. Financial notices relating to the Company are published in the financial press. Other documents available for public inspection may be viewed at In 2020, GBL’s Board of Directors also authorised the Company, if the Company’s registered office. appropriate and depending on market conditions, to buy back own shares amounting to up to EUR 250 million. The Company’s annual report is sent each year to registered shareholders and to any person requesting a copy. It is available free of charge at the Purchases and sales of own shares in 2019 and 2020 are presented registered office. in detail on page 185 of this annual report. The annual reports and all the documents referred to in this section may be viewed on the Company’s website.

250 GBL – Annual Report 2020 List of other offices held by the members of the Board of Directors between 2016 and 2020 (1)

Paul Desmarais, Jr. (until December 2019), London Insurance Group Inc. (CDN) Chairman of the Board of Directors (until December 2019), The Canada Life Insurance Company of Canada (CDN) (until 2020) and Great-West Lifeco Inc. (CDN) List of activities and other mandates exercised in Belgian (until 2020). and foreign companies: -D- irector and Deputy Chairman of the Board of La Presse Ltd. (CDN) -D- irector and Chairman of the Board of Power Corporation of (until 2019), Gesca Ltd. (CDN) (until 2019) and Square Victoria Canada (CDN) and Power Financial Corporation (CDN). Communications Group Inc. (CDN) (until 2018). -C- hairman of the Board, Treasurer and Director of -D- irector and Member of the Nomination, Compensation and Belvoir Canada Inc. (CDN) and Belvoir Investments Corporation (CDN). Governance Committee of LafargeHolcim (CH) (until 2020). -C- hairman, Secretary/Treasurer and Director of 4379071 -M- ember of the Executive Committee of London Insurance Canada Inc. (CDN) and Pet Care Holdings ULC (CDN). Group Inc. (CDN) (until 2017). -C- hairman and Director of Placements Paquerais Inc. (CDN) -V- ice-Chairman of 159964 Canada Inc. (CDN) (until 2018). and Desmarais Realty Corporation (CDN). -C- hairman of the Board and Director of The Memphrémagog Golf Club Inc. (CDN). Gérald Frère -V- ice-Chairman and Director of 2790343 Canada Inc. (CDN), Cimetière Laforest (CDN), Laforest Trustee Corporation (CDN) Vice-Chairman of the Board of Directors and Palso Investments Inc. (CDN). List of activities and other mandates exercised in Belgian -D- irector, Vice-Chairman and Vice-Chairman of the Board of and foreign companies: Sanpalo Investments Corporation (CDN). -C- hairman of the Board of Directors and CEO of GFO S.R.L. (B). -C- o-Chairman and Director of Louisefam Holding Corporation (CDN) -C- hairman of the Board of Directors of Stichting Administratie­kantoor and Sophiefam Holding Corporation (CDN). Bierlaire (NL), Domaines Frère-Bourgeois S.A. (B) and -D- irector of GWL&A Financial Inc. (USA), Power Communications Frère-Bourgeois S.A. (B). Inc. (CDN), SGS S.A. (CH), AppDirect Inc. (USA), Lakefield Acquisition -D- irector of Fonds Charles-Albert Frère A.S.B.L. (B) and Corporation (USA), 9058-3105 Québec Inc. (CDN) and Desmarais Haras de la Bierlaire S.A. (B). Interiors Inc. (CDN). -M- ember of the Supervisory Board of Parjointco S.A. (B). -D- irector and Member of the Human Resources Committee -C- hairman of the Raad van Bestuur of Stichting Administratiekantoor and of the Risk Management Committee of The Canada Life Frère-Bourgeois (NL). Assurance Company (CDN). List of activities and other mandates exercised in Belgian -D- irector and Member of the Human Resources Committee and of the and foreign companies expired during the last five years: Governance and Nominating Committee of IGM Financial Inc. (CDN), Investors Group Inc. (“IG Wealth Management”) (CDN) and -C- hairman of the Board of Directors of Loverval Finance S.A. (B) Mackenzie Inc. (CDN). (until December 28, 2017). -E- xecutive Vice-Chairman and Director of Paul G. Desmarais -F- irst Vice-Chairman of the Board of Directors of Foundation (CDN). Pargesa Holding S.A. (CH) (until November 20, 2020). -D- irector and Member of the Executive Committee and of the -V- ice-Chairman of the Board of Directors and CEO of Human Resources Committee of Putnam Investments LLC (USA). Pargesa Holding S.A. (CH) (until December 31, 2018), -D- irector and Executive Member of the Investment Committee Financière de la Sambre S.A. (B) (until January 25, 2018) and of the Governance and Nominating Committee of Great-West and Frère-Bourgeois S.A. (B) (until January 25, 2018). Life & Annuity Insurance Company (USA). -D- irector Secretary of Fondation Charles-Albert Frère FUP (B) -D- irector and Member of the Human Resources Committee of (until March 11, 2019) and Fonds Charles-Albert Frère A.S.B.L. (B) Empower Retirement LLC (USA) (until June 30, 2020). -- Chairman of the Advisory Committee of Sagard Private Equity Partners (F). -D- irector of Erbe S.A. (B) (until December 28, 2017) and -M- ember of the Supervisory Board of Parjointco S.A. (B) and Power Financial Corporation (CDN) (until February 28, 2020). Power Financial Europe S.A. (B). -M- ember of the Related Party and Conduct Review Committee of Power Financial Corporation (CDN) (until May 12, 2016). List of activities and other mandates exercised in Belgian and -R- egent and Member of the Budget Committee of the National Bank foreign companies expired during the last five years: of Belgium S.A. (B) (until May 22, 2018). -C- o-CEO of Power Corporation of Canada (CDN) (until 2020). -M- anager of Agriger S.P.R.L. (B) (until June 15, 2017). -E- xecutive Co-Chairman of the Board of Power Financial -M- ember of the Raad van Bestuur of Stichting Administratiekantoor Corporation (CDN) (until 2020). Frère-Bourgeois (NL) (until end February 2019). -D- irector and Chairman of the Board of 171263 Canada Inc. (CDN) -M- ember of the Remuneration Committee of Power Financial (until 2020) and Power Corporation International (CDN) (until 2020). Corporation (CDN) (until February 28, 2020). -C- hairman of the Board and CEO of Pargesa Holding S.A. (CH) (until November 20, 2020). -V- ice-Chairman and Director of 2945355 Canada Inc. (CDN) (until December 2019) and Ansopolo Investments Corporation (CDN) (until February 2020). -D- irector of Great-West Financial (Canada) Inc. (CDN) (until 2017), Great-West Financial (Nova Scotia) Co. (CDN) (until 2017), Total S.A. (F) (until 2017), Steve Nash Fitness Centers (CDN) (until 2016), 152245 Canada Inc. (CDN) (until 2020), Power Communications Inc. (CDN) (until 2020), Canada Life Financial Corporation (CDN) (until December 2019), The Great-West Life Assurance Company (CDN) (until December 2019), London Life Insurance Company (CDN)

(1) Other than offices held in GBL’s wholly-owned subsidiaries

GBL – Annual Report 2020 251 Ian Gallienne -V- ice-Chairman of the Board of Directors of Association Belge des Sociétés Cotées A.S.B.L. (B). CEO -M- ember of the Raad van Bestuur of Stichting Administratiekantoor List of activities and other mandates exercised in Belgian Bierlaire (NL), Stichting Administratiekantoor Peupleraie (NL) and and foreign companies: Stichting Administratiekantoor Frère-Bourgeois (NL). -D- irector of Imerys (F), Pernod Ricard (F), SGS S.A. (CH), adidas AG (D), List of activities and other mandates exercised in Belgian Frère-Bourgeois (B), Compagnie Nationale à Portefeuille S.A. (B), and foreign companies expired during the last five years: Webhelp (F) and Société Civile du Château Cheval Blanc (F). -C- hairman of the Board of Directors of Geseluxes S.A. (L) -M- ember of the Strategic Committee of Pernod Ricard (F). (until December 11, 2020). -M- ember of the General Committee of adidas AG (D). -C- EO of Delcortil S.A. (B) (until December 28, 2016) and -M- ember of the Remuneration Committee of Pernod Ricard (F). Fonds Charles-Albert Frère A.S.B.L. (B) (from July 1, 2017 until -M- ember of the Remuneration Committee and of the Corporate June 30, 2020). Governance & Sustainability Committee of SGS S.A. (CH). -D- irector - General Secretary of Loverval Finance S.A. (B) -C- hairman of the Strategic Committee and Member of the (ex-Compagnie Nationale à Portefeuille S.A.) (until December 28, 2017), Appointments Committee and of the Compensation Committee Erbe S.A. (B) (until December 28, 2017), Compagnie Immobilière de of Imerys (F). Roumont S.A. (B) (until December 13, 2018), Europart S.A. (B) -M- anager of SCI Serena 2017 (F). (until November 12, 2018), Fibelpar S.A. (B) (until November 12, 2018), List of activities and other mandates exercised in Belgian Compagnie Nationale à Portefeuille S.A. (B) (until 2019), and foreign companies expired during the last five years: Investor S.A. (B) (until 2019) and Carpar S.A. (B) (from May 27, 2016 -D- irector of Ergon Capital S.A. (B) (until February 15, 2016), Lafarge (F) until 2019). (until March 17, 2016), Erbe S.A. (B) (until December 28, 2017) and -D- irector of Pargesa Holding S.A. (CH) (until November 20, 2020), Umicore (B) (until April 25, 2017). Brufinol (L) until( December 22, 2017), Kermadec S.A. (L) -M- anager of Ergon Capital II S.à r.l. (L) (until February 15, 2016). (until March 23, 2016), Cargefin S.A. (L) until( December 28, 2016) -M- ember of the Audit Committee of adidas AG (D) (until 2020). and GIB Corporate Services S.A. (B) (until August 24, 2018). -D- irector of Fibelpar S.A. (B) as permanent representative of Loverval Finance S.A. (ex-Compagnie Nationale à Portefeuille S.A.) Antoinette d’Aspremont Lynden (until April 27, 2016), Carpar S.A. (B) as permanent representative of Loverval Finance S.A. (ex-Compagnie Nationale à Portefeuille S.A.) Director (until May 27, 2016) and GIB Corporate Services S.A. (B) as permanent List of activities and other mandates exercised in Belgian representative of Loverval Finance S.A. (ex-Compagnie Nationale à and foreign companies: Portefeuille S.A.) (until September 21, 2017). -D- irector of BNP Paribas Fortis (B). -C- o-Manager of the partnership ESSO (from March 14, 2018 -C- hairwoman of the Audit Committee of BNP Paribas Fortis (B). until June 2019). List of activities and other mandates exercised in Belgian and foreign companies expired during the last five years: -M- ember of the Audit Committee of BNP Paribas Fortis (B) Paul Desmarais III (until July 2019). Director -M- ember of the Risk Committee of BNP Paribas Fortis (B) List of activities and other mandates exercised in Belgian (until July 2019). and foreign companies: -M- ember of the Remuneration Committee of BNP Paribas Fortis (B) -F- irst Vice-Chairman of Power Corporation of Canada (CDN) (until July 2019). and Power Financial Corporation (CDN). -C- hairman and CEO of Sagard Holding ULC (CDN). -C- hairman of Peak Achievement Athletics (CDN). Laurence Danon Arnaud -C- hairman of the Board of Directors of Wealthsimple Director Financial Corp Inc. (CDN) and Wealthsimple Inc (CDN). -D- irector of Imerys (F), Koho Financial Inc. (CDN) and List of activities and other mandates exercised in Belgian and foreign companies: Personal Capital Corporation (USA). -M- ember of the Strategic Committee of Imerys (F). -C- hairwoman of Primerose SAS (F). -M- ember of the Management Board of Parjointco S.A. (B). -D- irector of Amundi (F), TF1 (F) and Gecina (F). List of activities and other mandates exercised in Belgian List of activities and other mandates exercised in Belgian and foreign companies expired during the last five years: and foreign companies expired during the last five years: -D- irector of Great-West Financial (Canada) Inc. (CDN) (until May 2017), -- Nihil Canada Life Financial Corporation (CDN) (until November 2019), London Insurance Group Inc. (CDN) (until May 2017), London Life Insurance Company (CDN) (until November 2019), Mackenzie Inc. (CDN) Victor Delloye (until May 2019), The Canada Life Insurance Company of Canada (CDN) Director (until November 2019), The Canada Life Assurance Company (CDN) (until November 2019), GWL&A Financial Inc. (CDN) (until July 2016), List of activities and other mandates exercised in Belgian Investors Group Inc. (CDN) (until May 2019), The Great-West Life and foreign companies: Assurance Company (CDN) (until November 2019), Putnam Investments, -D- irector - General Secretary of Frère-Bourgeois S.A. (B) LLC (USA) (until May 2016), IntegraMed America Inc. (USA) and Financière de la Sambre S.A. (B). (until August 2019), IntegratedMed Fertility Holding, LLC (USA) -E- xecutive Director of Compagnie Nationale à Portefeuille S.A. (B), (until August 2019), IntegraMed Holding Corp. (USA) (until August 2019), Investor S.A. (B) and Carpar S.A. (B). IntegraMed America Inc. (USA) (until August 2019), -C- EO of Fondation Charles-Albert Frère FUP (B). Integrate.ai Inc. (CDN) (until December 2019) and -D- irector of Domaines Frère-Bourgeois S.A. (B), Finer S.A. (L), Pargesa Holding S.A. (CH) (until November 20, 2020). Filux S.A. (L), Swilux S.A. (L), GB-INNO-BM S.A. (B), -C- hairman of the Appointments and Compensation Committee GIB Group International S.A. (L), GFO S.R.L. (B) and of Imerys (F) (until 2020). Parjointco Switzerland S.A. (CH). -M- ember of the Supervisory Board of Parjointco S.A. (B).

252 GBL – Annual Report 2020 Cedric Frère -D- irector, Vice-Chairman of the Board, Member of the Executive Committee and of the Human Resources Committee of McGill Director University (CDN). List of activities and other mandates exercised in Belgian List of activities and other mandates exercised in Belgian and foreign companies: and foreign companies expired during the last five years: -- Chairman of the Board of Directors, CEO of Haras de la Bierlaire S.A. (B), -D- irector and Chairman of the Human Resources Committee Manoir de Roumont S.A. (B) and CF Holding S.R.L. (B). of GWL&A Financial Inc. (USA) (until July 28, 2020), -C- EO of Domaines Frère-Bourgeois S.A. (B), Frère-Bourgeois S.A. (B) The Great-West Life Assurance Company (CDN) until( December 2019), and Financière de la Sambre S.A. (B). London Life Insurance Company (CDN) (until December 2019) and -C- hairman of the Board of Directors of Cheval Blanc Finance SAS (F), Canada Life Financial Corporation (CDN) (until December 2019). Société Civile du Château Cheval Blanc (F) and Filux S.A. (L). -D- irector of Michaëlle Jean Foundation (CDN) (until end December 2019). -- Director of Investor S.A. (B), Compagnie Nationale à Portefeuille S.A. (B), Carpar S.A. (B), Delcortil S.A. (B), Chimay Malgré Tout S.A. (B), Fondation Saint-Luc FUP (B), Association de la Noblesse du Gérard Lamarche Royaume de Belgique A.S.B.L. (B), Caffitaly System S.p.A. (IT), GFO S.R.L. (B) and 1E S.R.L. (B). Director -- Director Treasurer Secretary of Fondation Charles-Albert Frère FUP (B). List of activities and other mandates exercised in Belgian -T- enured Director of Cheval des Andes (Argentina). and foreign companies: -M- anager of Agriger S.P.R.L. (B). -D- irector of SGS S.A. (CH), Pearsie International (L), Samrée S.A. (L), List of activities and other mandates exercised in Belgian Multifin S.A. (B) and Gentianes (L). and foreign companies expired during the last five years: -M- ember of the Audit Committee of SGS S.A. (CH). -D- irector of Erbe S.A. (B) (until December 28, 2017), Swilux S.A. (L) List of activities and other mandates exercised in Belgian (until April 28, 2017), Société Civile du Château Cheval Blanc and foreign companies expired during the last five years: (until June 27, 2019), Filux S.A. (L) (until October 7, 2019) and -- Director of Lafarge (F) (until May 4, 2016), Legrand (F) (until May 27, 2016), Pargesa Holding S.A. (CH) (until November 20, 2020). LafargeHolcim (CH) (until May 15, 2019), Total S.A. (F) (until May 29, 2019) -D- irector of Carpar S.A. (B) as permanent representative and Umicore (B) (until April 30, 2020). of Manoir de Roumont S.A. (until May 27, 2016). -M- ember of the Audit Committee of Legrand (F) (until May 27, 2016), -D- irector Treasurer of Fonds Charles-Albert Frère A.S.B.L. (B) Lafarge (F) (until May 2016), LafargeHolcim (CH) (until May 15, 2019) (until June 30, 2020). and Total S.A. (F) (until May 29, 2019). -V- ice-Chairman, Director of Hippocrène A.S.B.L. (B) -C- hairman of the Remuneration Committee of Total S.A. (F) (until September 30, 2020). (until May 29, 2019). -- Regent (until May 20, 2019) and Member of the Special Fund Committee (until May 20, 2019) of the National Bank of Belgium S.A. (B). Xavier Le Clef Ségolène Gallienne Director List of activities and other mandates exercised in Belgian Director and foreign companies: List of activities and other mandates exercised in Belgian -D- irector of Andes Invest S.A. (B), APG/SGA S.A. (CH), and foreign companies: BSS Investments S.A. (B), Cheval Blanc Finance SAS (F), -C- hairwoman of the Board of Directors of Diane S.A. (CH). Tagam AG (CH), Transcor Astra Group S.A. (B), Worldwide -D- irector of Frère-Bourgeois S.A. (B), Compagnie Nationale Energy Ltd AG (CH) and AKKA Technologies SE (B). à Portefeuille S.A. (B), Cheval Blanc Finance SAS (F), -D- irector and Chairman of the Board of Directors of Caffitaly Domaines Frère-Bourgeois S.A. (B), Christian Dior SE (F), Sytem S.p.A (I), Finer S.A. (L), Kermadec S.A. (L) and Swilux S.A. (L). Fonds Charles-Albert Frère A.S.B.L. (B), Fondation Charles-Albert -C- EO of Carpar S.A. (B), Compagnie Nationale à Portefeuille S.A. (B), Frère FUP (B) and Société Civile du Château Cheval Blanc (F). Financière de la Sambre S.A. (B), Frère-Bourgeois S.A. (B) -M- anager of the partnership ESSO (B). and Investor S.A. (B). -- Chairwoman of the Raad van Bestuur of Stichting Administratiekantoor -C- hairman of the Supervisory Board of C3 Holding SAS (F). Peupleraie (NL). -- Substitute Director of Cheval des Andes S.A. (Argentina). -M- ember of the Raad van Bestuur of Stichting Administratiekantoor -M- anager of Immobilière Rue de Namur S.à. r.l. (L). Frère-Bourgeois (NL). -M- ember of the Management Board of Parjointco S.A. (B). -M- ember of the Supervisory Board of Parjointco S.A. (B). List of activities and other mandates exercised in Belgian List of activities and other mandates exercised in Belgian and foreign companies expired during the last five years: and foreign companies expired during the last five years: -D- irector of AOT Holding Ltd AG (CH) (until July 2019), Carpar S.A. (B) -D- irector of Erbe S.A. (B) (until December 28, 2017) and (from May 2016 until September 2018), Coffeeblend S.p.A (I) Pargesa Holding S.A. (CH) (until November 20, 2020). (from August 2017 until December 2017), Coffelux S.A. (L) (from July 2017 until May 2019), Distriplus S.A. (F) (until October 2018), Fidentia Real Estate Investments S.A. (B) (until May 2016), Claude Généreux Financière Flo SAS (F) (until January 2017), GIB Corporate Services S.A. (B) (from September 2017 until August 2018), Groupe Flo S.A. (F) (until June 2017), Director International Duty Free S.A. (B) (until September 2019), Investor S.A. (B) List of activities and other mandates exercised in Belgian (until September 2018), Loverval Finance S.A. (B) (until December 2017), and foreign companies: The Belgian Chocolate House Bussels S.A. (B) until( May 2017), -D- irector and Chairman of the Human Resources Committee of Great- Tikehau Capital Advisors S.A. (F) (until June 2016), Pargesa Holding S.A. (CH) West Lifeco Inc. (CDN), The Canada Life Assurance Company (CDN), (from May 2019 until November 20, 2020), GB-Inno-BM S.A. (B) Great-West Life & Annuity Insurance Company (USA), Putnam (until October 2020) and Transcor Astra 25 N.V. (NL) (until January 2018). Investments LLC (USA), IGM Financial Inc. (CDN), Investor Group Inc. -M- anager of Astra Transcor Energy N.V. (NL) (from July 2016 (CDN), Mackenzie Inc. (CDN) and Empower Retirement LLC (USA). until February 2018). -D- irector of The Canada Life Insurance Company of Canada (CDN), Jeanne Sauvé Foundation (CDN), Loran Scholars Foundation (CDN) and Rhodes Scholarship in Canada (CDN).

GBL – Annual Report 2020 253 -- Director of Carpar S.A. (B) as permanent representative of Investor S.A. (B) Amaury de Seze (until May 2016), GIB Corporate Services S.A. (B) as permanent representative of Compagnie Immobilière de Roumont S.A. (B) Director (until September 2017) and International Duty Free Belgium S.A. (B) as List of activities and other mandates exercised in Belgian permanent representative of Compagnie Immobilière de Roumont S.A. (B) and foreign companies: (until September 2019). -V- ice-Chairman of the Board of Power Corporation of Canada (CDN). -- CEO of Compagnie Immobilière de Roumont S.A. (B) (until December 2018), -D- irector of Sagard Capital Partners GP, Inc (USA), Sagard Capital Europart S.A. (B) (until November 2018) and Fibelpar S.A. (B) (from April 2016 Partners Management Corp. (USA), Compagnie Nationale à Portefeuille until November 2018). S.A. (B) and Power Financial Europe S.A. (B). -- CEO of Fibelpar S.A. (B) as permanent representative of Investor S.A. (B) -M- ember of the Supervisory Board of Parjointco S.A. (B). (until April 2016). List of activities and other mandates exercised in Belgian -M- anager of Hulpe Offices SCA (B) as permanent representative of and foreign companies expired during the last five years: Hulpe Office Management SPRL (B) (from May 2016 until January 2019). -C- hairman of the Supervisory Board of PAI Partners SAS (F) -M- anager of Hulpe Offices Management SPRL (B) (from May 2016 until (until November 2019). January 2019). -V- ice-Chairman of the Board of Power Financial Corporation (CDN) -D- irector and Member of the Strategic Committee of Imerys (F) (until (until 2020). May 2018). -- Member of the Supervisory Board of Publicis Groupe (F) (until May 25, 2016). -M- anager of Pargesa Asset Management N.V. (NL) (until June 2017). -- Director of Imerys (F) (until May 4,2016), Erbe S.A. (B) -- Member of the Investment Committee of Tikehau Capital Partners S.A. (F) (until December 28, 2017), RM2 International S.A. (UK) (until June 30, 2017), (until November 2016). BW Group (BM) (until December 31, 2020) and Pargesa Holding S.A. (CH) -M- ember of the Audit Committee and of the Remuneration Committee (until November 20, 2020). of Pargesa Holding S.A. (CH) (from May 2019 until November 20, 2020). -L- ead Board Director of Carrefour S.A. (F) (until June 15, 2017).

Jocelyn Lefebvre Agnès Touraine Director Director List of activities and other mandates exercised in Belgian List of activities and other mandates exercised in Belgian and foreign companies: and foreign companies: -C- hairman of Sagard SAS (F) and Parjointco Switzerland S.A. (CH). -C- EO of Act III Consultants (F). -V- ice-Chairman Europe of Power Corporation of Canada (CDN). -D- irector of Proximus (B), Rexel (B) and SNCF (F). -M- ember of the Management Board of Parjointco S.A. (B). -M- ember of the Supervisory Board of Tarkett (F) -D- irector of Power Financial Europe S.A. (B). and 21 Centrale Partners (F). -M- ember of the Supervisory Board of Stokocorp SAS (F). List of activities and other mandates exercised in Belgian List of activities and other mandates exercised in Belgian and foreign companies expired during the last five years: and foreign companies expired during the last five years: -D- irector of Darty plc. (GB) (until 2016) and Keesing (NL) (until 2020). -M- ember of the Supervisory Board of Kartesia Management S.A. (L) (until July 2016). -- Vice-Chairman of the Board of Directors, Director and Member of the Audit Committeee of Pargesa Holding S.A. (CH) (until November 20, 2020) Martine Verluyten Director List of activities and other mandates exercised in Belgian Marie Polet and foreign companies: Director -D- irector of STMicroelectronics N.V. (NL). List of activities and other mandates exercised in Belgian -C- hairwoman of the Audit Committee of STMicroelectronics N.V. (NL). and foreign companies: List of activities and other mandates exercised in Belgian -C- hairwoman of the Supervisory Board of British American Tobacco and foreign companies expired during the last five years: International (Holding) B.V. (NL). -D- irector of 3i Group plc. (UK) (until June 29, 2017) until January 2020 List of activities and other mandates exercised in Belgian and Thomas Cook Group plc. (UK) ( ). and foreign companies expired during the last five years: -M- ember of the Valuation Committee, of the Nomination Committee and of the Audit and Compliance Committee of 3i Group plc. (UK) -- Member of the Supervisory Board of Koninklijke Theodorus (until June 29, 2017). Niemeyer B.V. (NL) (until 2020). -C- hairwoman of the Audit Committee of Thomas Cook Group plc. (UK) (until January 2020). -- Member of the Nomination Committee of Thomas Cook Group plc. (UK) (until January 2020).

254 GBL – Annual Report 2020 Glossary

With regards to the terms related to financial data on the investments, Operating companies (associates or consolidated entities) please refer to the definitions provided by each company in its financial and Sienna Capital communication. -- This column shows the results, group’s share, from consolidated operating companies, i.e. controlled by the group. Control is presumed The specific terminology used in the section on “Accounts as of to exist when GBL has more than 50% of the voting rights, either December 31, 2020” refers to the IFRS (International Financial directly or indirectly. Reporting Standards) rules as adopted by the European Union. -A- lso included are the results, group’s share, from associated operating Finally, the terms used in the “Corporate Governance Statement” companies, namely operating companies in which the group has refer directly to the 2020 Belgian Code on corporate governance significant influence. Significant influence is presumed to exist and other specific legislation. if the group has more than 20% of the voting rights, either directly or indirectly. Associated operating companies are recorded in the Cash and debt consolidated financial statements using the equity method. Net cash or, where applicable, net debt, consists of gross cash -- This column also includes the changes in fair value of the debts (excluding treasury shares) and gross debt. on Webhelp’s minority shareholders. Gross debt includes all the financial liabilities of the Holding segment -- This column also includes the results, group’s share, from Sienna (convertible and exchangeable bonds, bonds and bank debt), Capital, consisting of the various elements relating to its activity: valued at their nominal repayment value. the results, group’s share, of associated or consolidated operating companies, (ii) interest income (expenses), (iii) other financial income Gross cash includes the cash and cash equivalents of the Holding (expenses), (iv) other operating income (expenses), (v) gains (losses) segment. It is valued at the book or market value (for certain cash on disposal, impairments and reversals on non-current assets equivalents). and (vi) taxes. The cash and debt indicators are presented for the Holding segment Eliminations, capital gains, impairments and reversals to reflect GBL’s own financial structure and the financial resources The eliminations, capital gains, impairments and reversals mainly include available to implement its strategy. the elimination of dividends received from associated or consolidated operating companies and from dividends received from own shares as Discount (%) well as gains (losses) on disposals, impairments and reversals on some The discount is defined as the percentage difference (expressed assets and on discontinued activities. All these results relate to the in relation to the net asset value) between the market capitalisation Holding activity. and the net asset value. ESES and payment of dividend Economic analysis of the result ESES, for Euroclear Settlement for Euronext-zone Securities, is the single Cash earnings platform for the stock market transactions of Euronext Brussels, Paris -C- ash earnings primarily include dividends from portfolio companies and Amsterdam and non-stock market transactions involving securities and treasury shares, dividends and interests from Sienna Capital, traded on these markets (OTC). net earnings from the yield enhancement activity, income from cash The theoretical distribution calendar for the dividend is as follows: management, realized exchange differences, tax refunds, less general overheads, gross debt-related charges and taxes. All of these results -E- x-Date: date (at market opening) from which the underlying share relate to the Holding activity. is traded without its dividend or ex-entitlement; -C- ash earnings also are one of the components used in the calculation -R- ecord Date (Ex-date + 1): date on which positions are recorded by of the payout ratio. the central depository (at market closing, after clearing) in order to determine which shareholders are entitled to dividends; Mark to market and other non-cash -- The concept of mark to market is one of the foundations of the fair -P- ayment Date: date of payment of the dividend in cash, at the earliest value method of valuation as defined in IFRS international accounting the day after the Record Date. standards, the principle of which is to value some assets and liabilities Given the time needed for settlement-delivery and ownership transfer at their market value on the last day of the financial year. relative to D + 2 (D being the transaction date), the last day on which the -M- ark to market and other non-cash items in GBL’s accounts reflect share is traded with entitlement to dividend distribution is the day before the changes in fair value of the financial instruments bought or issued the Ex-Date. (bonds, exchangeables or convertibles, trading assets, options, ...), the actuarial costs of financial liabilities valued at their amortized cost, Dividend yield (%) unrealized exchange differences, various non-cash expenses, as well as The dividend yield is defined as the ratio between (i) the gross dividend the adjustment of certain cash earnings items in accordance with IFRS detached (or the sum of the gross dividends detached) during the period rules (dividends decided but not paid out during the financial year but (12 months) and (ii) the stock market price at the beginning of the period. after the date of approval of the financial statements, etc.). All these results relate to the Holding activity. The dividend yield for year N is therefore the ratio between (i) the gross dividend (or the sum of the gross dividends) having its (their) Ex-Date in year N+1 and (ii) the closing price on the last trading day of year N.

GBL – Annual Report 2020 255 The value of gross dividends not yet declared is estimated using Operating company Bloomberg’s “BDVD” function. If this function is not available, the last gross dividend declared is used as an estimate. An operating company is defined as a company having a commercial or industrial activity, in opposition to an investing company (“holding”). Group’s shareholding Some minor events may not have been taken into account in the value -I- n capital: the percentage interest held directly and indirectly, reported. The combined effect of these factors may not exceed 2% of the calculated on the basis of the number of shares in issue on the date net asset value. of calculation. The number of GBL shares used to calculate the net asset value per share -I- n voting rights: the percentage held directly or indirectly, calculated is the number of company shares outstanding on the valuation date. on the basis of the number of voting rights existing on the date of calculation, including suspended voting rights. Payout ratio (%) The payout or distribution of dividends ratio is calculated, for the Liquidity profile financial year N, by dividing (i) the dividends paid in N+1 for the financial The liquidity profile corresponds to the sum of gross cash and year N by (ii) the cash earnings for the financial year N. the undrawn amount of committed credit lines. Portfolio Loan To Value (%) The portfolio includes: The Loan To Value ratio is calculated on the basis of (i) GBL’s net debt -- the other equity investments and investments in associates relative to (ii) the portfolio’s value of GBL increased by, if applicable, the in the Holding segment; value of the treasury shares underlying the bonds convertible into GBL -- Imerys; shares. The valuation methods applied to the portfolio and treasury shares are identical to those used for the net asset value. -- Webhelp; and -- Sienna Capital Net asset value The change in GBL’s net asset value is, together with the change in System Paying Agent its stock price, cash earnings and result, an important criterion In ESES, the entity that proceeds with distribution is known as the for assessing the performance of the group. System Paying Agent. This is the party responsible within Euroclear Belgium for distribution to other participants of the resources related The net asset value is a conventional reference obtained by adding gross to a specific distribution. The system paying agent may be either cash and treasury shares to the fair value of the investment portfolio an external paying agent (a CSD participant) or the CSD itself. and deducting gross debt. The following valuation principles are applied for the portfolio: Total Shareholder Return or TSR (%) -- investments in listed companies and treasury shares are valued The Total Shareholder Return or TSR is calculated on the basis of the at the closing price. However, the value of shares underlying any change in the stock market price(s) over the period under consideration, commitments made by the group is capped at the conversion/exercise taking into account the gross dividend(s) received during this period price; and reinvested in securities at the time of receipt. It is expressed on an -- investments in unlisted companies are valued on a quarterly basis annualized basis and corresponds to the calculation made by Bloomberg at their fair value in line with the recommendations of the International via its “TRA” function. It should be noted that the comparison of GBL’s Private Equity and Venture Capital Valuation Guidelines (IPEV). TSR with its benchmark index is based on identical periods in terms Recent investments are valued at their acquisition cost, provided of trading days. that these valuations are considered as the best estimates of fair value; -- regarding the portfolio of Sienna Capital, the valuation corresponds Velocity on float (%) to the sum of its investments, at fair value based on elements provided The velocity on float, expressed as a percentage, is an indicator of the by the fund managers, to which is added Sienna Capital’s net cash or, stock market activity of a listed company, which corresponds to the ratio where applicable, to which is deducted Sienna Capital’s external net between the number of shares traded over a specified period of time debt. on the stock exchange and the float on the last day of that period. The velocity on float is usually calculated per calendar year. GBL’s net asset value is reported together with the results’ publication on a quarterly basis. A listed company’s float, or floating capital, corresponds to the proportion of the shares actually liable to be traded on the stock Some minor events may not have been taken into account in the value exchange. It can be expressed in value, but is more often expressed reported. The combined effect of these factors may not exceed 2% of the as a percentage of the market capitalisation. net asset value. The number of GBL shares used to calculate the net asset value per share is the number of company shares outstanding on the valuation date.

256 GBL – Annual Report 2020 Weighted average number of ordinary shares (basic calculation) This corresponds to the number of outstanding ordinary shares at the start of the period, less treasury shares, adjusted by the number of ordinary shares reimbursed (capital reduction) or issued (capital increase), or sold or bought back during the period, multiplied by a time‑based weighting factor. Weighted average number of ordinary shares (diluted calculation) It is obtained by adding potential dilutive shares to the weighted average number of ordinary shares (basic calculation). In this case, potential dilutive shares correspond to call options granted by the group. Yield enhancement The yield enhancement activity consists of executing derivatives instruments (primarily sales of options with short-term maturities on some assets in GBL’s portfolio) and in operations on trading assets, aiming at generating an increased yield for GBL. The yield enhancement results are mainly made out of (i) premium of option sales, (ii) capital gains or losses realized in the context of operations on trading assets and (iii) dividends received in relation to trading assets.

GBL – Annual Report 2020 257 Responsible persons

1 Responsibility for the document Ian Gallienne CEO

2 Declaration of the persons responsible for the financial statements and for the management report

Ian Gallienne, the CEO, and Xavier Likin, Chief Financial Officer, certify in the name and on behalf of GBL, that to their knowledge: - the financial statements as of December 31, 2020, contained in this annual report were drawn up in accordance with applicable accounting standards (IFRS or Belgian accounting legislation) and give a fair and true view of the assets as defined by IAS/IFRS, the financial position and results of GBL and of its consolidated companies (1); - the management report (2) presented in the annual report presents a true picture of the evolution of the activities, results and position of GBL and of its consolidated companies (1), and contains a description of the main risks and uncertainties with which they are confronted.

3 Statutory Auditor Deloitte Bedrijfsrevisoren/ Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Corine Magnin Gateway Building, Luchthaven Nationaal 1 J 1930 Zaventem Belgium

(1) “Consolidated companies” are GBL’s subsidiaries within the meaning of Article 6 of the Companies Code See list of subsidiaries on page 159 of the annual report (2) Document established by the Board of Directors on March 11, 2021

258 GBL – Annual Report 2020 GBL – Annual Report 2020 259 260 GBL – Annual Report 2020 FOR FURTHER INFORMATION

Groupe Bruxelles Lambert Avenue Marnix 24 1000 Brussels Belgium RLE: Brussels VAT: BE 0407 040 209 IBAN: BE07 3100 0655 5266 BIC: BBRUBEBB Website: www.gbl.be

For more information about GBL: Tel.: +32 2 289 17 17

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